Common use of Loans; Nonperforming and Classified Assets Clause in Contracts

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Subsidiary’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which that have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and the Buyer Subsidiaries’ lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries comply each Buyer Subsidiary were in compliance in all material respects with all applicable laws, rules and regulationsregulations at the time of the account opening, origination, or purchase, as applicable, and to the knowledge of Buyer and Buyer Subsidiaries, are in such compliance as of the date hereof. The allowance for loan losses reflected in the Company Buyer SEC Documents and financial statements filed therewith, has been and will be established in compliance with the requirements of all law and regulatory requirements applicable to Buyer and Buyer Sub and GAAP. The allowance for loan losses reflected in such documents and financial statements, in the opinion of management, was or will be adequate as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June 30March 31, 20072019 with respect to Buyer and the Buyer Subsidiaries: (A) any Loan in the amount of $2,000,000 or more (“Buyer Loans”) under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Loan which on Buyer or any Buyer Subsidiary’s books and records in the amount of $2,000,000 or more that that has been classified as “troubled debt restructuring,” “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanyBuyer, its Subsidiaries a Buyer Subsidiary, or a Governmental Authority (the “Buyer Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent 5% or greater shareholder of the CompanyBuyer, or to the knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of FNBB and its Subsidiaries was made and has been serviced in all material respects in accordance with the CompanyFirst National Bank’s lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedFNBB’s Knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s creditors’ rights and to or by general equity principles. The Company has Loan data previously made available provided by FNBB to Buyer complete and correct copies TriCo accurately reflects in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements of the Company FNBB and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in as of the Company SEC Documents and financial statements filed therewithdate of such data. (ii) Section 5.03(r)(ii) of FNBB’s Disclosure Schedule sets forth, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007date hereof: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyFNBB’s Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanyFNBB, any of its Subsidiaries or a Governmental Authority (the “Classified Loans”)an applicable regulatory authority; (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereofthereof as of September 30, 2017; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyFNBB or any of its Subsidiaries, or to the knowledge of the CompanyFNBB’s Knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans . (iii) No agreement pursuant to which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company FNBB or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility has sold or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount is servicing Loans or pools of Loans subject or participations in Loans or pools of Loans contains any obligation to each type repurchase such Loans or interests therein, or entitles the buyer of classification such Loans or pool of Loans or participation in Loans or pools of Loans or any other Person to pursue any other form of recourse against FNBB or any of its Subsidiaries. There has not been any claim made by any such buyer or other Person for repurchase or other similar form of recourse against FNBB or any of its Subsidiaries nor, to the Classified LoansKnowledge of FNBB, are there any facts or circumstances that could reasonably give rise to any such claim.

Loans; Nonperforming and Classified Assets. (a) Each loan, line of credit, extension of credit, credit enhancement, guarantee, loan agreementparticipation, note or lease, promissory note, borrowing arrangement, including, without limitation, portions of outstanding lines of credit arrangement and loan commitments commitment (collectively, “LoansLoan”), ) on the Company’s or any of its Subsidiaries’ books and recordsrecords of Oneida and its Subsidiaries (i) arose out of a bona fide arm’s-length transaction made in the ordinary course of business, (ii) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (iii) is evidenced in all material respects by appropriate and sufficient documentation; documentation and, (iv) to the extent securedKnowledge of Oneida, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to except as may be provided by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company principles and (v) Oneida has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of not received written notice from the Company and its Subsidiaries comply obligor asserting any defense, set-off or counterclaim with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsrespect thereto. (b) Schedule 3.23 Oneida has Previously Disclosed to CBSI in writing as of the Company Disclosure Schedule discloses as date of June 30, 2007this Agreement: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ci) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Dii) each Loan with any director, executive officer a Related Party or five percent or greater shareholder of the Companyan Oneida Subsidiary, or to the knowledge Knowledge of the CompanyOneida, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O OREO is carried on the books of the FRB have been made by the Company or any Oneida, net of its Subsidiaries in an arms-length manner made on substantially the same termsreserves, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresfair market value less cost to sell. (c) The Company shall promptly after All reserves or other allowances for Loan losses reflected in the end Oneida Financial Statements comply with all applicable laws and are adequate under GAAP. Neither Oneida nor any of each quarter after its Subsidiaries has been notified by any state or federal bank regulatory agency that its reserves are inadequate or that the practices and policies of Oneida and its Subsidiaries in establishing its reserves reflected in the Oneida Financial Statements, and in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that bank regulators or Oneida’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of Oneida and its Subsidiaries. Oneida’s reserves and allowances for Loan losses are in compliance with the standards established by state and federal bank regulatory agencies, are sufficient at the date hereof of this Agreement to cover its reasonably anticipated Loan losses, and upon Closing inform Buyer are consistent with Oneida’s past practices. (d) All Loans owned by Oneida or any Oneida Subsidiary, or in which Oneida or any Oneida Subsidiary has an interest, comply in all material respects with all applicable laws, including, but not limited to, applicable usury statutes, underwriting and recordkeeping requirements and the Truth in Lending Act, the Equal Credit Opportunity Act, and the Real Estate Settlement Procedures Act. (e) Each mortgage held by Oneida and each Oneida Subsidiary creates a valid and enforceable lien on the real property described therein having the priority indicated by the terms of such mortgage, subject only to such exceptions as are described in attorneys’ opinions regarding title or in title insurance policies in the mortgage files relating to the Loans secured thereby or are not material as to the collectability of such Loans. Oneida and each Oneida Subsidiary have properly perfected or caused to be properly perfected all security interests, liens and other interests in collateral securing any Loans made by it. Oneida and each Oneida Subsidiary has full recourse to the borrowers and guarantors of all Loans held by them, and neither Oneida nor any Oneida Subsidiary has taken action which would result in a waiver or negation of any rights or remedies available against the borrower or guarantor on any Loan. (f) Each outstanding Loan participation sold by Oneida or any Oneida Subsidiary was sold with the risk of non-payment of all or any portion of that underlying loan to be shared by each participant proportionately to the share of such Loan represented by such participation without any recourse of such other lender or participant to Oneida or any Oneida Subsidiary for payment or repurchase of the amount of such Loan represented by the participation or liability under any yield maintenance or similar obligation. (g) Oneida has Previously Disclosed to CBSI in writing: (i) all Loans subject held by Oneida or any Oneida Subsidiary that, during the past twelve months, have had their respective terms to each type maturity accelerated or with respect to which Oneida or an Oneida Subsidiary has notified the borrower of classification its intention to accelerate the Loan or declare a default, (ii) all Loan commitments or lines of credit that have been terminated or amended by Oneida or an Oneida Subsidiary during the past 12 months by reason of a default or adverse developments in the condition of the Classified borrower or other events or circumstances affecting the credit of the borrower, (iii) each borrower, customer or other party which has notified Oneida or an Oneida Subsidiary during the past 12 months of, or has asserted against Oneida, orally or in writing, any “lender liability” or similar claim, (iv) all Loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) 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, (D) where, during the past two years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (E) where a specific reserve allocation exists in connection therewith and (v) all assets classified by Oneida as OREO and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.23, as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of March 31, 2012, over sixty (60) days delinquent in payment of principal or interest. Company Disclosure Schedule 3.23 identifies (x) each Loan that as of March 31, 2012 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of March 31, 2012 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.23 is a true and correct copy of the Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsMarch 31, was made and has been serviced in accordance with the Company’s lending standards 2012. (b) Each Loan held in the ordinary course of business; Company Bank’s loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of origination of such Company Loans, and the loan documents with respect to each quarter after such Company Loan are complete and correct. There are no oral modifications or amendments or additional agreements related to the date hereof Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of a representation or covenant by the Classified LoansCompany or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Section 3.25 of the CBI Disclosure Schedule, each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “LoansLoan”), ) on the Company’s or any of its Subsidiaries’ books and records, records of CBI and its Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of CBI, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsthis Agreement, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 CBI has set forth in Section 3.25 of the Company CBI Disclosure Schedule discloses as to CBI and each CBI Subsidiary as of June 30, 2007the latest practicable date prior to the date of this Agreement: (A) any written or, to CBI’s knowledge, oral Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyCBI’s knowledge, in default of any other material provision thereof; , (B) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) import by the CompanyCBI, its Subsidiaries a CBI Subsidiary or a Governmental Authority (the “Classified Loans”); an applicable regulatory authority, (C) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyCBI or a CBI Subsidiary, or to the knowledge of the CompanyCBI, any Person controlling, controlled by or under common control with any of the foregoing. (c) Except as set forth in Section 3.25 of the CBI Disclosure Schedule, as of the date of this Agreement, none of CBI nor any CBI Subsidiary is a party to any written or oral loan agreement, note or borrowing arrangement, including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any director, officer or 5% or greater shareholder of CBI or any CBI Subsidiary or any Affiliate of any of the foregoing. (d) Except as set forth in Section 3.25(d) of the CBI Disclosure Schedule, all reserves or other allowances for loan losses reflected in CBI’s financial statements referred to in Section 3.6(a) as of and for the year ended December 31, 2009 and the six months ended June 30, 2010, complied with all Laws and are adequate under GAAP. Neither CBI nor FNB has been notified by any state or federal bank regulatory agency that its reserves are inadequate or that the practices and policies of CBI in establishing its reserves for the year ended December 31, 2009 and the six months ended June 30, 2010, and in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that the Bank Regulators or CBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of CBI. (e) CBI has previously furnished FNB with a complete list of all extensions of credit and OREO that have been classified by any federal or state bank regulatory agency as other loans specially mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import. CBI agrees to update such list than monthly after the date of this Agreement and until the earlier of the Closing Date or the date that this Agreement is terminated in accordance with its terms. (f) All loans owned by CBI or any CBI Subsidiary, or in which CBI or any CBI Subsidiary has an interest, comply in all material respects with all Laws, including, but not limited to, applicable usury statutes, underwriting and recordkeeping requirements and the Truth in Lending Act, the Equal Credit Opportunity Act, and the Real Estate Settlement Procedures Act. (g) Except as set forth in Section 3.25(d) of the CBI Disclosure Schedule, all loans owned by CBI or any CBI Subsidiary are collectable, except to the extent reserves CBI had made against such loans in CBI’s consolidated financial statements at June 30, 2010. Each of CBI and each CBI Subsidiary holds mortgages contained in its loan portfolio for its own benefit to the extent of its interest shown therein; such mortgages evidence liens having the priority indicated by the terms of such mortgages, including the associated loan documents, subject, as of the date of recordation or filing of applicable security instruments, only to such exceptions as are discussed in attorneys’ opinions regarding title or in title insurance policies in the mortgage files relating to the loans secured by real property or are not material as to the collectability of such loans and all loans owned by CBI and each CBI Subsidiary are with full recourse to the borrowers, except as set forth at Section 3.25(d) of the CBI Disclosure Schedule, and each of CBI and any CBI Subsidiary has taken no action which would result in a waiver or negation of any rights or remedies available against the borrower or guarantor, if any, on any loan. All Loans which applicable remedies against all borrowers and guarantors are classified enforceable except as “Insider Transactions” may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. (h) Except as set forth at Section 3.25(c) of the CBI Disclosure Schedule, each outstanding loan participation sold by CBI or any CBI Subsidiary was sold with the risk of non-payment of all or any portion of that underlying loan to be shared by each participant proportionately to the share of such loan represented by such participation without any recourse of such other lender or participant to CBI or any CBI Subsidiary for payment or repurchase of the amount of such loan represented by the participation or liability under any yield maintenance or similar obligation. (i) CBI and each CBI Subsidiary have properly perfected or caused to be properly perfected all security interests, liens, or other interests in any collateral securing any loans made by it. (j) The CBI Disclosure Schedule sets forth a list of all loans or other extensions of credit to all directors, officers and employees, or any other Person covered by Regulation O of the FRB have been made by Board of Governors of the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresFederal Reserve System. (ck) The Company shall promptly after CBI Disclosure Schedule sets forth a listing, as of June 30, 2010, by account, of: (i) all loans, including loan participations, of CBI or any other CBI Subsidiary that have had their respective terms to maturity accelerated during the end past twelve months, (ii) all loan commitments or lines of credit of CBI that have been terminated CBI during the past 12 months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (iii) each quarter after borrower, customer or other party which has notified CBI during the past 12 months of, or has asserted against CBI, in each case in writing, any “lender liability” or similar claim, and each borrower, customer or other party which has given CBI any oral notification of, or orally asserted to or against CBI, any such claim, (iv) all loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that as of the date hereof 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 upon Closing inform Buyer accrued and unpaid interest on each such loan and the identity of the amount obligor thereunder, (D) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (E) where a specific reserve allocation exists in connection therewith and (iv) all assets classified by CBI as OREO and all other assets currently held that were acquired through foreclosure or in lieu of Loans subject to each type of classification of the Classified Loansforeclosure.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”)Loan, on the Company’s Buyer's or any of its Subsidiaries’ ' books and records, was made and has been serviced in accordance with the Company’s Buyer's lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s 's rights and to general equity principles. The Company Buyer has previously made available to Buyer Company complete and correct copies of its lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Buyer SEC Documents and the financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 4.17 of the Company Buyer Disclosure Schedule discloses as of June 30March 31, 20072011: (A) any Loan the aggregate amount of all Loans under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the CompanyBuyer, in default of any other provision thereof, and a list of each Loan in an amount in excess of $1,000,000, and the aggregate amount thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words the aggregate amount of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “all Classified Loans”), and a list of each Classified Loan in an amount in excess of $1,000,000, and the aggregate amount thereof; (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-deed in lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyBuyer, or to the knowledge Knowledge of the CompanyBuyer, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “"Insider Transactions” " by Regulation O of the FRB have been made by the Company Buyer or any of its Subsidiaries in an arms-arms length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as Previously Disclosed to CBSI in writing, each loan, line of credit, extension of credit, credit enhancement, guarantee, loan agreementparticipation, note or lease, promissory note, borrowing arrangement, including, without limitation, portions of outstanding lines of credit arrangement and loan commitments commitment (collectively, “LoansLoan”), ) on the Company’s or any of its Subsidiaries’ books and recordsrecords of Xxxxxx and its Subsidiaries (i) arose out of a bona fide arm’s-length transaction made in the ordinary course of business, (ii) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (iii) is evidenced in all material respects by appropriate and sufficient documentation; , (iv) to the extent securedKnowledge of Xxxxxx, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to except as may be provided by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company , and (v) Xxxxxx has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of not received written notice from the Company and its Subsidiaries comply obligor asserting any defense, set-off or counterclaim with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsrespect thereto. (b) Schedule 3.23 Xxxxxx has Previously Disclosed to CBSI in writing as of the Company Disclosure Schedule discloses as date of June 30, 2007this Agreement: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ci) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Dii) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyXxxxxx or a Xxxxxx Subsidiary, or to the knowledge Knowledge of the CompanyXxxxxx, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O OREO is carried on the books of the FRB have been made by the Company or any Xxxxxx, net of its Subsidiaries in an arms-length manner made on substantially the same termsreserves, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresfair market value less cost to sell. (c) The Company shall promptly after Except as Previously Disclosed to CBSI in writing, all reserves or other allowances for Loan losses reflected in Xxxxxx’x Financial Statements complied with all applicable laws and are adequate under GAAP. Xxxxxx has not been notified by any state or federal bank regulatory agency that its reserves are inadequate or that the end practices and policies of each quarter after Xxxxxx in establishing its reserves reflected in the Xxxxxx’x Financial Statements, and in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that bank regulators or Xxxxxx’x independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of Xxxxxx. Xxxxxx’x reserves and allowances for Loan losses is in compliance with the standards established by state and federal bank regulatory agencies, are sufficient at the date hereof of this Agreement to cover its reasonably anticipated Loan losses, and upon Closing inform Buyer are consistent with Xxxxxx’x past practices. (d) All Loans owned by Xxxxxx or any Xxxxxx Subsidiary, or in which Xxxxxx or any Xxxxxx Subsidiary has an interest, comply in all material respects with all applicable laws, including, but not limited to, applicable usury statutes, underwriting and recordkeeping requirements and the Truth in Lending Act, the Equal Credit Opportunity Act, and the Real Estate Settlement Procedures Act. (e) Each mortgage held by Xxxxxx and each Xxxxxx Subsidiary creates a valid and enforceable lien on the real property described therein having the priority indicated by the terms of such mortgage, subject only to such exceptions as are described in attorneys’ opinions regarding title or in title insurance policies in the mortgage files relating to the Loans secured thereby or are not material as to the collectability of such Loans. Xxxxxx and each Xxxxxx Subsidiary have properly perfected or caused to be properly perfected all security interests, liens and other interests in collateral securing any Loans made by it. Except as Previously Disclosed to CBSI in writing, Xxxxxx and each Xxxxxx Subsidiary has full recourse to the borrowers and guarantors of all Loans held by them, and neither Xxxxxx nor any Wilber Subsidiary has taken action which would result in a waiver or negation of any rights or remedies available against the borrower or guarantor on any Loan. (f) Except as Previously Disclosed to CBSI in writing, each outstanding Loan participation sold by Xxxxxx or any Xxxxxx Subsidiary was sold with the risk of non-payment of all or any portion of that underlying loan to be shared by each participant proportionately to the share of such Loan represented by such participation without any recourse of such other lender or participant to Xxxxxx or any Xxxxxx Subsidiary for payment or repurchase of the amount of such Loan represented by the participation or liability under any yield maintenance or similar obligation. (g) Xxxxxx has Previously Disclosed to CBSI in writing: (i) all Loans subject held by Xxxxxx or any Xxxxxx Subsidiary that, during the past twelve months, have had their respective terms to each type maturity accelerated or with respect to which Xxxxxx or a Xxxxxx Subsidiary has notified the borrower of classification its intention to accelerate the Loan or declare a default, (ii) all Loan commitments or lines of credit that have been terminated or amended by Xxxxxx or a Xxxxxx Subsidiary during the past 12 months by reason of a default or adverse developments in the condition of the Classified borrower or other events or circumstances affecting the credit of the borrower, (iii) each borrower, customer or other party which has notified Xxxxxx or a Xxxxxx Subsidiary during the past 12 months of, or has asserted against Xxxxxx, orally or in writing, any “lender liability” or similar claim, (iv) all Loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) 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, (D) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (E) where a specific reserve allocation exists in connection therewith and (v) all assets classified by Xxxxxx as OREO and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loans; Nonperforming and Classified Assets. (a) Each loan, loan agreementcommitment, note or borrowing arrangement, including, without limitation, portions of outstanding lines letter of credit and loan commitments or other extension of credit (collectively, “LoansLoan”), ) on the Company’s books and records of YDKN or any of its Subsidiaries’ books and records, YDKN Subsidiary (i) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (ii) is evidenced in all material respects by appropriate and sufficient documentation; , (iii) to the extent secured, has been secured or is in the process of being secured, by valid liens and security interests Liens, which have been perfected or are in the process of being perfected; and , in accordance with all applicable Laws and, (iv) to the knowledge of YDKN, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, the contract evidencing such Loan subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 YDKN has made available to FNB a listing as to YDKN and each YDKN Subsidiary as of the Company Disclosure Schedule discloses as of June 30latest practicable date, 2007which shall be a date no earlier than March 31, 2016: (Ai) any Loan with an outstanding balance of $5,000,000 or more and under the terms of which the obligor is sixty ninety (6090) or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyYDKN’s knowledge, in default of any other material provision thereof; , (Bii) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” ”, “doubtful,” “credit risk assets,” “watch list assets,” ”, “loss” or “special mention” (or words of similar import) import by the CompanyYDKN, its Subsidiaries a YDKN Subsidiary or a Governmental Authority an applicable Regulatory Agency, (the “Classified Loans”); (Ciii) a listing of the real estate owned, classified as “Other Real Estate Owned” (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Div) each Loan written or oral loan agreement, note or borrowing arrangement, including leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any Affiliate. For purposes of this Agreement, “Affiliate” means, with respect to either party, any director, executive officer or five percent or greater shareholder of the Companysuch party or such party’s Subsidiaries, or to the knowledge of the Companysuch party, any other Person controlling, controlled by or under common control with any of the foregoing. “Control”, with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means. (c) All reserves or other allowances for loan losses reflected in YDKN’s financial statements included in the YDKN Reports as of and for the year ended December 31, 2015 and as of and for the three (3) months ended March 31, 2016, comply in all material respects with the standards established by Governmental Entities and GAAP. Neither YDKN nor YDKN Bank has been notified in writing by any state or federal bank regulatory agency that YDKN’s reserves are inadequate or that the practices and policies of YDKN in establishing its reserves for the year ended December 31, 2015 and the three (3) months ended March 31, 2016, and in accounting for delinquent and classified assets, fail to comply with applicable accounting or regulatory requirements. (d) All Loans owned by YDKN or any YDKN Subsidiary, or in which YDKN or any YDKN Subsidiary has an interest, comply in all material respects with applicable Laws, including applicable usury statutes, underwriting and recordkeeping requirements, Regulation O and the Truth in Lending Act, the Equal Credit Opportunity Act, and the Real Estate Settlement Procedures Act. (e) At the date of this Agreement, YDKN’s and YDKN Bank’s respective allowances for loan losses are sufficient for their reasonably anticipated loan losses, are in compliance with the standards established by applicable Governmental Entities and are adequate under GAAP. YDKN and each YDKN Subsidiary hold the mortgages contained in its loan portfolio for its own benefit to the extent of its interest shown therein; such mortgages evidence liens having the priority indicated by the terms of such mortgages, including the associated loan documents, subject, as of the date of recordation or filing of applicable security instruments, only to such exceptions as are discussed in attorneys’ opinions regarding title or in title insurance policies in the mortgage files relating to the Loans secured by real property or are not material as to the collectability of such Loans, and all Loans owned by YDKN and each YDKN Subsidiary are with full recourse to the borrowers, and neither of YDKN nor any YDKN Subsidiary has taken any action which would reasonably be likely to result in a waiver or negation of any rights or remedies available against the borrower or guarantor, if any, on any Loan. To the knowledge of YDKN, all applicable remedies against all borrowers and guarantors are enforceable except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. (f) Each outstanding loan participation sold by YDKN or any YDKN Subsidiary was sold with the risk of non-payment of all or any portion of that underlying loan to be shared by each participant proportionately to the share of such loan represented by such participation without any recourse of such other lender or participant to YDKN or any YDKN Subsidiary for payment or repurchase of the amount of such loan represented by the participation or liability under any yield maintenance or similar obligation. (g) Section 3.23(g) of the YDKN Disclosure Schedule sets forth a list of all Loans by YDKN Bank outstanding as of the date of this Agreement to any director, executive officer or principal shareholder (as such terms are defined in 12 C.F.R. Part 215) of YDKN or the YDKN Subsidiaries and there has been no default on, or forgiveness or waiver of, in whole or in part, any such Loan during the two (2) years immediately preceding the date hereof. (h) YDKN has made available to FNB a listing, as of the latest practicable date, which shall be a date no earlier than March 31, 2016, by account, of: (i) all Loans, including loan participations, of YDKN or any other YDKN Subsidiary that have had their respective terms to maturity accelerated during the past twelve (12) months, (ii) all loan commitments or lines of credit of YDKN that have been terminated by YDKN during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (iii) each borrower, customer or other party that has notified YDKN during the past twelve (12) months of, or has asserted against YDKN, in each case in writing, any “lender liability” or similar claim, and each borrower, customer or other party that has given YDKN any oral notification of, or orally asserted to or against YDKN, any such claim, (iv) all Loans, (A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that as of the date of this Agreement are classified as “Insider TransactionsOther Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” by Regulation O 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 FRB obligor thereunder, (D) that are troubled debt restructurings under GAAP, or (E) where a specific reserve allocation exists in connection therewith and (v) all assets classified by YDKN as OREO and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. (i) Except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on YDKN, neither YDKN nor any of its Subsidiaries is bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans have been made by the Company sold that contains any obligation of YDKN or any of its Subsidiaries in an arms-length manner made on substantially to repurchase such Loans or interests therein or that would entitle the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with buyer to pursue any other Persons and do not involve more than normal risk of collectibility recourse against YDKN or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer any of the amount of Loans subject to each type of classification of the Classified LoansYDKN Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan, loan agreementcommitment, note or borrowing arrangement, including, without limitation, portions of outstanding lines letter of credit and loan commitments or other extension of credit (collectively, “LoansLoan”), ) on the Company’s books and records of MBI or any of its Subsidiaries’ books and records, MBI Subsidiary (i) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (ii) is evidenced in all material respects by appropriate and sufficient documentation; , (iii) to the extent secured, has been secured or, as set forth in Section 3.24(a) of the MBI Disclosure Schedule, is in the process of being secured, by valid liens and security interests Liens, which have been perfected or, as set forth in Section 3.24(a) of the MBI Disclosure Schedule, are in the process of being perfected; and , in accordance with all applicable Laws and, (iv) to the knowledge of MBI, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, the contract evidencing such Loan subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 MBI has made available to FNB a listing as to MBI and each MBI Subsidiary as of the Company Disclosure Schedule discloses as of June 30latest practicable date, 2007which shall be a date no earlier than March 31, 2015: (Ai) any Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyMBI’s knowledge, in default of any other material provision thereof; , (Bii) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” ”, “doubtful,” “credit risk assets,” “watch list assets,” ”, “loss” or “special mention” (or words of similar import) import by the CompanyMBI, its Subsidiaries a MBI Subsidiary or a Governmental Authority an applicable Regulatory Agency, (the “Classified Loans”); (Ciii) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Div) each Loan written or oral loan agreement, note or borrowing arrangement, including leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any Affiliate. For purposes of this Agreement, “Affiliate” means, with respect to either party, any director, executive officer or five percent or greater shareholder of the Companysuch party or such party’s Subsidiaries, or to the knowledge of the Companysuch party, any other Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O Control”, with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the FRB have been made power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by the Company contract or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresmeans. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of SHBI and its Subsidiaries was made and has been serviced in all material respects in accordance with the CompanyShore United’s lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedSHBI’s Knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has Loan data tapes previously made available provided by SHBI to Buyer complete and correct copies TCFC accurately reflect in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements of the Company SHBI and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsthe date of such loan tape. (bii) Schedule 3.23 SHBI has set forth in Section 5.04(r)(ii) of the Company SHBI’s Disclosure Schedule discloses as of June November 30, 20072022: (A) any Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, on non-accrual status, or to the knowledge of the CompanySHBI’s Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanySHBI, any of its Subsidiaries or a Governmental Authority an applicable regulatory authority (it being understood that no representation is being made that the “Classified Loans”OCC would agree with the loan classifications established by SHBI); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereofthereof as of September 30, 2022; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanySHBI or any of its Subsidiaries, or to the knowledge of the CompanySHBI’s Knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Salisbury Disclosure Schedule 3.22(a), as of the date hereof, none of Salisbury or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of September 30, 2022, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Salisbury or any of its Subsidiaries’ books and records, or to the Knowledge of Salisbury, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Xxxxxxxxx Disclosure Schedule 3.22(a) identifies (x) each Loan that as of September 30, 2022 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Salisbury or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Salisbury that as of September 30, 2022 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; , and constitutes (iii) to the Knowledge of Salisbury, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in material compliance with applicable laws and regulations and Salisbury’s or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in Salisbury Disclosure Schedule 3.22(d), none of Salisbury or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Salisbury or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Salisbury or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in CBNK Disclosure Schedule 3.24(a), as of the date hereof, CBNK is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of CBNK, or to the Knowledge of CBNK, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. CBNK Disclosure Schedule 3.24(a) identifies (x) each Loan that as of December 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by CBNK or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of CBNK that as of December 31, 2015 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Except as identified in the ordinary course of business; CBNK Disclosure Schedule 3.24(b), each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of CBNK, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and CBNK’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in CBNK Disclosure Schedule 3.24(d), CBNK is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates CBNK to repurchase from any such Person any Loan or other asset of CBNK.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Exxxx Disclosure Schedule 3.22(a), as of June 30, 2024, none of Evans or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of June 30, 2024, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Exxxx or any of its Subsidiaries’ books and records, or to the Knowledge of Exxxx, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Exxxx Disclosure Schedule 3.22(a) identifies (x) each Loan that as of June 30, 2024 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Exxxx or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Exxxx that as of June 30, 2024 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; , and constitutes (iii) to the Knowledge of Exxxx, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in material compliance with applicable laws and regulations and Exxxx’x or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct in all material respects. (d) Except as set forth in Exxxx Disclosure Schedule 3.22(d), none of Exxxx or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Exxxx or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Exxxx or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards policies in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and the financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June 30August 31, 20072012: (Ai) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”)Loan, on the CompanyBuyer’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company Buyer has previously made available to Buyer Company complete and correct copies of its lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Buyer SEC Documents and the financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 4.17 of the Company Buyer Disclosure Schedule discloses as of June 30August 31, 20072012: (Ai) any Loan the aggregate amount of all Loans under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the CompanyBuyer, in default of any other provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words the aggregate amount of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “all Classified Loans”), and a list of each Classified Loan in an amount in excess of $1,000,000, and the aggregate amount thereof; (Ciii) a listing of the real estate owned, acquired by foreclosure or by deed-in-deed in lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the knowledge Knowledge of the CompanyBuyer, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company Buyer or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Section 3.23(a) of the Parent Disclosure Schedule, as of the date hereof, neither Parent nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note note, extension of credit or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on the Company’s in which Parent or any of its Subsidiaries’ books Subsidiaries is a creditor which as of December 31, 2016, had an outstanding balance of $1,000,000 or more and, under the terms of which the obligor was, as of December 31, 2016, over ninety (90) days delinquent in payment of principal or interest. (b) Section 3.23(b) of the Parent Disclosure Schedule identifies (x) each Loan that as of December 31, 2016 had an outstanding balance of $5,000,000 or more and recordswas classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Parent Bank, was made and has been serviced in accordance together with the Company’s lending standards original principal amount, the principal write-off amount, and the net principal amount of each such Loan and (y) each asset of Parent Bank that as of December 31, 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of December 31, 2016. (c) Except as would not reasonably be expected to have, either individually or in the ordinary course of business; aggregate, a Material Adverse Effect on Parent, each Loan held in Parent Bank’s loan portfolio (“Parent Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the knowledge of Parent, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company . (d) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, (i) there are no material oral modifications or amendments related to the Parent Loans that are not reflected in the written records of Parent Bank, (ii) all currently outstanding Parent Loans are owned by Parent Bank free and clear of any Liens, except for Liens on Loans granted to the Federal Home Loan Bank of Cincinnati or the Federal Reserve Bank of Atlanta, (iii) no claims of defense as to the enforcement of any Parent Loan have been asserted in writing against Parent Bank for which there is a reasonable possibility of an adverse determination, and Parent has previously made available no knowledge of any acts or omissions which would give rise to Buyer complete any claim or right of rescission, set-off, counterclaim or defense for which there is a possibility of an adverse determination to Parent or Parent Bank and correct copies of its lending policies. The deposit and loan agreements (iv) none of the Company Parent Loans are presently serviced by third parties, and its Subsidiaries comply there is no obligation which could result in any Parent Loan becoming subject to any third party servicing. (e) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Parent Loan has been solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in accordance with the relevant notes or other credit or security documents, the applicable written underwriting and servicing standards of Parent Bank (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, rules regulations and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsrules. (bf) Schedule 3.23 Neither Parent nor Parent Bank is now nor has it been since January 1, 2014, 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 the Company Disclosure Schedule discloses as mortgage or consumer Loans. (g) Neither Parent nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company obligates Parent or any of its Subsidiaries in an arms-length manner made to repurchase from any such person any Loan or other asset of Parent or any of its Subsidiaries solely on substantially account of a payment default by the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresobligor on any such Loan. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in LSBG Disclosure Schedule 3.24(a), as of the date hereof, none of LSBG or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitationleases, portions of outstanding lines of credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of LSBG or any of its Subsidiaries’ books and records, or to the Knowledge of LSBG, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. LSBG Disclosure Schedule 3.24(a) identifies (x) each Loan that as of December 31, 2015 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by LSBG or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of LSBG that as of December 31, 2015 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Except as identified in the ordinary course of business; LSBG Disclosure Schedule 3.24(b), each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of LSBG, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and LSBG’s or the applicable LSBG Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in LSBG Disclosure Schedule 3.24(d), none of LSBG or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates LSBG or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of LSBG or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “"Loans”"), on the Company’s 's or any of its Subsidiaries’ ' books and records, was made and has been serviced in accordance with the Company’s 's lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s 's rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and the financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30March 31, 20072011: (A) any Loan the aggregate amount of all Loans under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof, and a list of each Loan in an amount in excess of $1,000,000, and the aggregate amount thereof; (B) each Loan the aggregate amount of all Loans which has have been classified as “"other loans specially maintainedmentioned,” “" "classified,” “" "criticized,” “" "substandard,” “" "doubtful,” “" "credit risk assets,” “" "watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “"Classified Loans”"), and a list of each Classified Loan in an amount in excess of $1,000,000, and the aggregate amount thereof; (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-deed in lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “"Insider Transactions” " by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-arms length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”Except as set forth in BHB Disclosure Schedule 4.22(a), on as of the Company’s date hereof, none of BHB or any of its Subsidiaries is a party to any written or oral (i) Loans, under the terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of BHB or any of its Subsidiaries’ books and records, or to the Knowledge of BHB, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. BHB Disclosure Schedule 4.22(a) identifies (x) each Loan that as of December 31, 2015 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by BHB or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of BHB that as of December 31, 2015 was classified as OREO and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of BHB, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and BHB’s or the applicable BHB Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in BHB Disclosure Schedule 4.22(d), none of BHB or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates BHB or any of its Subsidiary’s to repurchase from any such Person any Loan or other asset of BHB or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (ai) Each To Seller’s knowledge each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit credit, loan commitments and loan commitments guaranties (collectively, “Loans”), on the CompanySeller’s or any of its Subsidiaries’ Seller Sub’s books and records, was made and has been serviced in accordance with the CompanySeller’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company Seller has previously made available to Buyer complete and correct copies of its and Seller Sub’s lending policies. The deposit and loan agreements of the Company Seller and its Subsidiaries Seller Sub comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Seller SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsSeller and Seller Sub. (bii) Schedule 3.23 Section 3.01(k) of the Company Seller Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanySeller, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Seller, the Company, its Seller Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanySeller, or to the actual knowledge of the CompanySeller, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Board of Governors of the Federal Reserve System (“Federal Reserve”) have been made by the Company Seller or any of its the Seller Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility or present other unfavorable features. (ciii) The Company Seller shall promptly after the end of each quarter after the date hereof and upon Closing (as defined in Section 9.01) inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Sub’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and Buyer Sub’s lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries Buyer Sub comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June September 30, 20072014: (A) any Loan in the amount of $500,000 or more (“Buyer Loans”) under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority in the amount of $500,000 or more (the “Buyer Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the actual knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (ciii) The Company Buyer shall reasonably promptly after the end of each quarter after the date hereof and upon Closing (as defined in Section 9.01) inform Buyer Seller of the amount of Buyer Loans subject to each type of classification of the Buyer Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.23, as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of March 31, 2013, over sixty (60) days delinquent in payment of principal or interest. Company Disclosure Schedule 3.23 identifies (x) each Loan that as of March 31, 2013 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of March 31, 2013 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsMarch 31, was made and has been serviced 2013. (b) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and, except for the end Company Loans purchased by Company Bank, Company Bank’s lending policies at the time of origination of such Company Loans, and the loan documents with respect to each quarter after such Company Loan are complete and correct, except that the date hereof loan documents with respect to each such Company Loan purchased by Company Bank are complete and upon Closing inform Buyer correct to Company’s Knowledge. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Except pursuant to Company’s Bank agreement with Federal National Mortgage Association, neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in QBT Disclosure Schedule 3.22(a), as of the date hereof, QBT is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of December 31, 2013, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of QBT, or to the Knowledge of QBT, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. QBT Disclosure Schedule 3.22(a) identifies (x) each Loan that as of December 31, 2013 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by QBT or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of QBT that as of December 31, 2013 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected; perfected and constitutes (iii) to the Knowledge of QBT, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and QBT’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in QBT Disclosure Schedule 3.22(d), QBT is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates QBT to repurchase from any such Person any Loan or other asset of QBT.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the CompanyBuyer’s or any of its Subsidiaries’ WB Sub’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and WB Sub’s lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries WB Sub comply in material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Buyer SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsBuyer or WB Sub. (bii) Schedule 3.23 Section 4.01(n) of the Company Buyer Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority (the “Classified Loans”)Authority; (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the actual knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility or present other unfavorable features. (ciii) The Company Buyer shall promptly after the end of each quarter after the date hereof and upon Closing (as defined in Section 9.01) inform Buyer Seller of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth in Buyer Disclosure Schedule 4.18, note as of the date hereof, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of March 31, 2013, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to the Knowledge of Buyer, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of March 31, 2013 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Buyer that as of March 31, 2013 was classified as OREO and the book value thereof as of the date of this Agreement. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Buyer, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan, loan agreementcommitment, note or borrowing arrangement, including, without limitation, portions of outstanding lines letter of credit and loan commitments or other extension of credit (collectively, “LoansLoan”), ) on the Company’s books and records of PVFC or any of its Subsidiaries’ books and records, PVFC Subsidiary (i) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (ii) is evidenced in all material respects by appropriate and sufficient documentation; , (iii) to the extent secured, has been secured or is in the process of being secured, as set forth in Section 3.24(a) of the PVFC Disclosure Schedule, by valid liens and security interests which have been perfected or are in the process of being perfected; and , as set forth in Section 3.24(a) of the PVFC Disclosure Schedule, in accordance with all applicable Laws and, (iv) to the knowledge of PVFC, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, the contract evidencing such Loan subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 PVFC has set forth in Section 3.24(b) of the Company PVFC Disclosure Schedule discloses as to PVFC and each PVFC Subsidiary as of June 30December 31, 20072012: (Ai) any Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyPVFC’s knowledge, in default of any other material provision thereof; , (Bii) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” ”, “doubtful,” “credit risk assets,” “watch list assets,” ”, “loss” or “special mention” (or words of similar import) import by the CompanyPVFC, its Subsidiaries a PVFC Subsidiary or a Governmental Authority an applicable Regulatory Agency, (the “Classified Loans”); (Ciii) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Div) each Loan written or oral loan agreement, note or borrowing arrangement, including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any Affiliate. For purposes of this Agreement, “Affiliate” means any director, executive officer or five percent or greater shareholder of the CompanyPVFC or a PVFC Subsidiary, or to the knowledge of the CompanyPVFC, any other Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O Control”, with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the FRB have been made power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by the Company contract or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresmeans. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementExcept as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, note as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or borrowing arrangement, including, without limitation, portions oral (A) Loan of outstanding lines of credit and loan commitments the Company or any Company Subsidiary (collectively, the “Company Loans”)) under the terms of which the obligor was, on as of November 30, 2004, over sixty days delinquent in payment of principal or interest or in default of any other provision, or (B) Company Loan with any director, executive officer or five percent or greater shareholder of the Company’s Company or any of its Subsidiaries’ books and records, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. Section 5.01(v)(i) of the Company Disclosure Schedule identifies (A) each Company Loan that as of November 30, 2004 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, any Company Subsidiary or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Company Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of the Company or any Company Subsidiary that as of November 30, 2004 was classified as other real estate owned (“OREO”) and the book value thereof as of such date. (ii) Each Company Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 The loan documents with respect to each Company Loan were in material compliance with applicable laws and regulations and the Company’s lending policies at the time of origination or acquisition of such Company Loans and are complete and correct. (iv) Neither the Company Disclosure Schedule discloses as nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by obligates the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with to repurchase from any such Person any Company Loan or other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer asset of the amount Company or any of Loans subject to each type of classification of the Classified Loansits Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementCompany Disclosure Schedule 3.21(a) (i) sets forth the aggregate outstanding principal amount of all Loans as of June 30, note 2021, (ii) contains a true and correct list of the borrowers with the 25 largest individual or borrowing arrangement, including, without limitation, portions of outstanding lines aggregate extensions of credit from Company Bank, and loan commitments (iii) identifies, as of June 30, 2021, any Loans under the terms of which the obligor was over thirty (30) days delinquent in payment of principal or interest or has been placed on nonaccrual status as of such date or that are, to Company’s Knowledge, otherwise in material default for more than thirty (30) days. (b) Company Disclosure Schedule 3.21(b) identifies, as of June 30, 2021, each Loan that was classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, or that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability (collectively, “Criticized Loans”)) together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder as of such date. (c) Company Disclosure Schedule 3.21(c) identifies each asset of Company or any of its Subsidiaries that as of June 30, on 2021 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement as well as any assets classified as OREO since June 30, 2021 and any sales of OREO between June 30, 2021 and the date hereof, reflecting any gain or loss with respect to any OREO sold. (d) Except as would not reasonably be expected to be material, each Loan held in Company’s, Company Bank’s or any of its their respective Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; loan portfolio (each a “Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; , (iii) was at the time and constitutes under the circumstances in which made, made for good, valuable and adequate consideration in the Ordinary Course of Business of Company and its Subsidiaries and is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The principles and (iv) is not the subject of any written notice from an obligor asserting defense, set-off or counterclaim with respect thereto that, if valid, would materially and adversely affect the value of the related Loan. (e) All currently outstanding Company has previously made available Loans were solicited, originated, administered, and currently exist, and the relevant Loan files are being maintained, in material compliance with all applicable requirements of Law, the applicable loan documents, and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to Buyer each such outstanding Company Loan are complete and correct copies of its lending policiesin all material respects. The deposit and loan There are no oral modifications or amendments or additional agreements of related to the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses Loans that are not reflected in the written records of Company SEC Documents and financial statements filed therewithor Company Bank, as applicable. All such Company Loans are owned by Company or Company Bank free and clear of their respective datesany Liens (other than blanket Liens by the Federal Home Bank of Des Moines). No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company or Company Bank for which there is a reasonable probability of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is adequate under GAAP a reasonable probability of a determination adverse to Company Bank. Except as set forth in Company Disclosure Schedule 3.21(e), no Company Loans are presently serviced by third parties, and all regulatory requirements applicable there is no obligation which could result in any Company Loan becoming subject to financial institutionsany third party servicing. (bf) Schedule 3.23 Except as would not reasonably be expected to be material, neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by Company or any of its Subsidiaries, and none of the agreements pursuant to which Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in an arms-length manner made Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on substantially account of a payment default by the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresobligor on any such Loan. (cg) The Neither Company shall promptly after nor any of its Subsidiaries is 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 Authority relating to the end origination, sale or servicing of each quarter after mortgage or consumer Loans. (h) Neither Company nor any of its Subsidiaries has canceled, released or compromised any Loan, obligation, claim or receivable other than in the Ordinary Course of Business. (i) Company and Company Bank have not, since January 1, 2019, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director, executive officer, or principal shareholder (or equivalent thereof) of Company or any of its Subsidiaries (as such terms are defined in FRB Regulation O), except as permitted by Regulation O and that have been made in compliance with the provisions of Regulation O. Company Disclosure Schedule 3.21(i) identifies any loan or extension of credit maintained by Company and Company Bank to which Regulation O applies, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two (2) years preceding the date hereof hereof. (j) Since December 31, 2019, the Company and upon Closing inform Buyer Company Bank have not engaged in (A) any foreclosures in violation in any material respect of any applicable Law, including but not limited to the amount Service members Civil Relief Act, or in breach of any binding regulatory agreement or (B) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to Loans subject to each type of classification of the Classified Loansthat do not comply with any applicable Law.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, (i) was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; (ii) is evidenced by appropriate and sufficient documentation; (iii) to the extent secured, has been secured by valid liens and security interests which have been perfected; and (iv) constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditor’s rights and to general equity principlesEquity Exception. The Company has previously made available to Buyer, Buyer Bank and Merger Sub complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule Letter discloses as of June 30May 31, 20072010: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintainedmentioned,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”Except as set forth in WFD Disclosure Schedule 4.24(a), on as of the Company’s date hereof, WFD is not a party to any written or oral (i) Loans, under the terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of WFD, or to the Knowledge of WFD, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. WFD Disclosure Schedule 4.24(a) identifies (x) each Loan that as of December 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by WFD or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of WFD that as of December 31, 2015 was classified as OREO and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of WFD, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and WFD’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in WFD Disclosure Schedule 3.24(d), WFD is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates WFD to repurchase from any such Person any Loan or other asset of WFD.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementAs of the date of this Agreement, note neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of March 31, 2021, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to Buyer’s Knowledge, any person, corporation or 47 enterprise controlling, controlled by, or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of March 31, 2021 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank, or any bank examiner, together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower, and (y) each asset of Buyer that as of March 31, 2021 was classified as OREO and its book value as of the date of this Agreement. (b) Each Loan held in Buyer Bank’s lending standards in the ordinary course of business; loan portfolio (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Buyer’s Knowledge, is a legal, valid valid, and binding obligation of the obligor named thereinnamed, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.23, as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30, 2014, over sixty (60) days delinquent in payment of principal or interest. Company Disclosure Schedule 3.23 identifies (x) each Loan that as of June 30, 2014 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of June 30, 2014 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsJune 30, was made and has been serviced 2014. (b) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of origination of such Company Loans, and the loan documents with respect to each quarter after such Company Loan are complete and correct. There are no oral modifications or amendments or additional agreements related to the date hereof Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth in Buyer Disclosure Schedule 4.18, note as of the date hereof, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of March 31, 2012, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to the Knowledge of Buyer, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of March 31, 2012 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Buyer that as of March 31, 2012 was classified as OREO and the book value thereof as of the date of this Agreement. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Buyer, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards policies in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and the financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June 30September 19, 20072016: (Ai) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Disclosure Schedule Section 3.23(a), as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of May 31, 2014, over sixty (60) days delinquent in payment of principal or interest. (b) Disclosure Schedule Section 3.23(b) identifies (x) each Loan that as of June 30, 2014 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the Company’s identity of the borrower thereunder and (y) each asset of Company or any of its Subsidiaries’ books Subsidiaries that as of June 30, 2014 was classified as other real estate owned (“OREO”) and records, was made and has been serviced the book value thereof as of the date of this Agreement. (c) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The . (d) All currently outstanding Company has previously made available Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the time of origination of such Company Loans, and the loan documents with respect to Buyer each such Company Loan are complete and correct copies correct. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of its lending policiesCompany Bank. The deposit All such Company Loans are owned by Company Bank free and loan agreements clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Disclosure Schedule Section 3.23(d), none of the Company Loans are presently serviced by third parties, and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected there is no obligation which could result in the any Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable Loan becoming subject to financial institutionsany third party servicing. (be) Schedule 3.23 Neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries in an arms-length manner made on substantially the same termsto repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk unless there is a material breach of collectibility a representation or present other unfavorable featurescovenant by Company or any of its Subsidiaries. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementExcept as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, note as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or borrowing arrangement, including, without limitation, portions oral (A) Loan of outstanding lines of credit and loan commitments the Company or any Company Subsidiary (collectively, the “Company Loans”)) under the terms of which the obligor was, on as of May 31, 2004, over sixty days delinquent in payment of principal or interest or in default of any other provision, or (B) Company Loan with any director, executive officer or five percent or greater shareholder of the Company’s Company or any of its Subsidiaries’ books and records, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. Section 5.01(v)(i) of the Company Disclosure Schedule identifies (A) each Company Loan that as of May 31, 2004 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, any Company Subsidiary or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Company Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of the Company or any Company Subsidiary that as of May 31, 2004 was classified as other real estate owned and the book value thereof as of such date. (ii) Each Company Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 The loan documents with respect to each Company Loan were in material compliance with applicable laws and regulations and the Company’s lending policies at the time of origination or acquisition of such Company Loans and are complete and correct. (iv) Neither the Company Disclosure Schedule discloses as nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by obligates the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with to repurchase from any such Person any Company Loan or other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer asset of the amount Company or any of Loans subject to each type of classification of the Classified Loansits Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Wellesley Disclosure Schedule 3.23(a), as of the date hereof, none of Wellesley or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of September 30, 2019, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Wellesley or any of its Subsidiaries’ books and records, or to the Knowledge of Wellesley, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Wellesley Disclosure Schedule 3.23(a) identifies (x) each Loan that as of September 30, 2019 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Wellesley or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Wellesley that as of September 30, 2019 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Wellesley, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and Wellesley’s or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in Wellesley Disclosure Schedule 3.23(d), none of Wellesley or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Wellesley or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Wellesley or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the CompanySeller’s or any of its Subsidiaries’ books and recordsrecords (collectively, “Seller Loans”), was made and has been serviced in accordance with the Company’s lending standards policies of Seller and its Subsidiaries in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms; and there is no litigation, subject to bankruptcyclaim, insolvencysuit, fraudulent conveyance and investigation or other laws proceeding before any court, governmental agency or arbitrator pending against the Bank arising out of general applicability or relating to or affecting creditor’s rights and to general equity principlesany Seller Loan. The Company Seller has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company Seller and its Subsidiaries comply with all applicable laws, rules and regulationsLegal Requirements. The allowance for loan losses reflected in the Company SEC Documents and Seller’s financial statements filed therewithstatements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 2.23(b) of the Company Seller Disclosure Schedule discloses as of June 30May 31, 20072014: (Ai) any Seller Loan under the terms of which the obligor is sixty (60) 30 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the CompanySeller, in default of any other provision thereof; (Bii) each Seller Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanySeller, any of its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, or acquired by foreclosure or by deed-in-lieu thereof, by Seller or any of its Subsidiaries including the book value thereof; and (Div) each Seller Loan with any director, executive officer or five percent or greater shareholder of the CompanySeller or any of its Subsidiaries, or to the knowledge Knowledge of the CompanySeller, any Person controlling, controlled by or under common control with any of the foregoing. All Seller Loans which are classified as “Insider Transactions” by subject to Regulation O of the FRB have been made by the Company Seller or any of its Subsidiaries in compliance with Regulation O; including, but not limited to, in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth in Buyer Disclosure Schedule 4.18, note as of the date of this Agreement, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of September 30, 2016, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to the Knowledge of Buyer, any person, corporation or enterprise controlling, controlled by, or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of September 30, 2016 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank, or any bank examiner, together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower, and (y) each asset of Buyer that as of September 30, 2016 was classified as OREO and its book value as of the date of this Agreement. (b) Each Loan held in Buyer Bank’s lending standards in the ordinary course of business; loan portfolio (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Buyer, is a legal, valid valid, and binding obligation of the obligor named thereinnamed, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Sub’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and Buyer Sub’s lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries Buyer Sub comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses ALLL reflected in the Company SEC Documents and financial statements filed therewithBuyer Financial Statements was, as of their respective datesthe date of each of the Buyer Financial Statements, in the opinion of management of Buyer, in compliance with Buyer’s existing methodology for determining the adequacy of its ALLL and in compliance in all material respects with the standards established by the applicable Regulatory Authorities, the Financial Accounting Standards Board and GAAP, and is adequate under GAAP and all regulatory requirements applicable to financial institutionsadequate. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June September 30, 20072017 with respect to the Buyer and the Buyer Subsidiaries: (A) any Loan in the amount of $2,000,000 or more (“Buyer Loans”) under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority (in the “Classified Loans”)amount of $2,000,000 or more; (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the actual knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Company Disclosure Schedule ‎3.23(a) identifies, as of September 30, 2015 and as of the date hereof, any written or oral loan, loan agreement, note or borrowing arrangement, arrangement and other extensions of credit (including, without limitation, portions leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which Company, Company Bank or any of outstanding lines of credit and loan commitments their respective Subsidiaries is a party as obligee (collectively, “Loans”), under the terms of which the obligor was over sixty (60) days delinquent in payment of principal or interest as of such date. (b) Company Disclosure Schedule ‎3.23(b) identifies, as of September 30, 2015 and as of the date hereof, each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder as of such date. (c) Company Disclosure Schedule ‎3.23(c) identifies each asset of Company or any of its Subsidiaries that as of September 30, 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement as well as any assets classified as OREO since September 30, 2015 and any sales of OREO between September 30, 2015 and the date hereof, reflecting any gain or loss with respect to any OREO sold. (d) Except as would not reasonably be expected to be material, each Loan held in Company’s, Company Bank’s or any of its their respective Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; loan portfolio (each a “Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The . (e) All currently outstanding Company has previously made available Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to Buyer each such outstanding Company Loan are complete and correct copies of its lending policiesin all material respects. The deposit and loan There are no oral modifications or amendments or additional agreements of related to the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses Loans that are not reflected in the written records of Company SEC Documents and financial statements filed therewithor Company Bank, as applicable. All such Company Loans are owned by Company or Company Bank free and clear of their respective datesany Liens (other than blanket Liens by the Federal Home Loan Bank of Atlanta). No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company or Company Bank for which there is a reasonable probability of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is adequate under GAAP a reasonable probability of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule ‎3.23(e), no Company Loans are presently serviced by third parties, and all regulatory requirements applicable there is no obligation which could result in any Company Loan becoming subject to financial institutionsany third party servicing. (bf) Schedule 3.23 Except as would not reasonably be expected to be material, neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by Company or any of its Subsidiaries, and none of the agreements pursuant to which Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in an arms-length manner made Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on substantially account of a payment default by the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresobligor on any such Loan. (cg) The Neither Company shall promptly after the end nor any of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans its Subsidiaries is now nor has it ever been since January 1, 2012, subject to each type 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 Authority relating to the origination, sale or servicing of classification of the Classified mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.21, as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of September 30, 2008, over sixty (60) days delinquent in payment of principal or interest. Company Disclosure Schedule 3.21 identifies (x) each Loan that as of September 30, 2008 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of September 30, 2008 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.21 is a true and correct copy of the Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsJune 30, was made and has been serviced in accordance with the Company’s lending standards 2008. (b) Each Loan held in the ordinary course of business; Company Bank’s loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of origination of such Company Loans, and the loan documents with respect to each quarter after such Company Loan are complete and correct. There are no oral modifications or amendments or additional agreements related to the date hereof Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.21, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of a representation or covenant by the Classified LoansCompany or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Optima Disclosure Schedule 3.22(a), as of the date hereof, Optima is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of September 30, 2018, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Optima, or to the Knowledge of Optima, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Optima Disclosure Schedule 3.22(a) identifies (x) each Loan that as of September 30, 2018 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Optima or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Optima that as of September 30, 2018 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Optima, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and Optima’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in Optima Disclosure Schedule 3.22(d), Optima is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Optima to repurchase from any such Person any Loan or other asset of Optima.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of SDTB was made and has been serviced in all material respects in accordance with the Company’s SDTB's lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedSDTB's Knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s 's rights and to or by general equity principles. The Company has Loan data tapes previously made available provided by SDTB to Buyer complete and correct copies PPBI accurately reflects in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements SDTB as of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for date of such loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionstape. (bii) SDTB has set forth in Section 5.03(r)(ii) of SDTB's Disclosure Schedule 3.23 as of the Company Disclosure Schedule discloses as of June 30, 2007date hereof: (A) any Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanySDTB's Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “"substandard,” “" "doubtful,” “credit risk assets,” “watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by SDTB or an applicable regulatory authority (it being understood that no representation is being made that the Company, its Subsidiaries DFI or a Governmental Authority (the “Classified Loans”FDIC would agree with the loan classifications established by SDTB); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereofthereof as of December 31, 2012; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanySDTB, or to the knowledge of the CompanySDTB's Knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.22(a), as of the date of this Agreement, neither the Company nor the Company Bank are parties to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the terms of which the obligor was, as of February 28, 2013, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of the Company’s , or to the Knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. (b) Company Disclosure Schedule 3.22(b) identifies (x) each Loan that as of February 28, 2013, was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, the Company Bank or any bank examiner, together with the principal amount of its Subsidiaries’ books and recordsaccrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of the Company that as of February 28, 2013, was made classified as other real estate owned (“OREO”) and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; book value thereof. (c) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. (d) The loan documents with respect to each Loan were in compliance with applicable laws and regulations and the Company’s lending policies at the time of origination of such Loans and are complete and correct. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (be) Schedule 3.23 of Neither the Company Disclosure Schedule discloses as of June 30, 2007: nor the Company Bank is a party to any agreement or arrangement with (Aor otherwise obligated to) any Person which obligates the Company to repurchase from any such Person any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge other asset of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available delivered to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June 30May 31, 20072009: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementExcept as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, note as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or borrowing arrangement, including, without limitation, portions oral (A) Loan of outstanding lines of credit and loan commitments the Company or any Company Subsidiary (collectively, the “Company Loans”)) under the terms of which the obligor was, on as of December 31, 2004, over sixty days delinquent in payment of principal or interest or to the Company’s Knowledge of the Company in default of any other provision, or (B) Company Loan with any director, executive officer or five percent or greater shareholder of the Company or any of its Subsidiaries’ books and records, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. Section 5.01(v)(i) of the Company Disclosure Schedule identifies (A) each Company Loan that as of December 31, 2004 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, any Company Subsidiary or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Company Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of the Company or any Company Subsidiary that as of December 31, 2004 was classified as OREO and the book value thereof as of such date. (ii) Each Company Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 The loan documents with respect to each Company Loan were in material compliance with applicable laws and regulations and the Company’s lending policies at the time of origination or acquisition of such Company Loans and are complete and correct. (iv) Neither the Company Disclosure Schedule discloses as nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by obligates the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with to repurchase from any such Person any Company Loan or other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer asset of the amount Company or any of Loans subject to each type of classification of the Classified Loansits Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth in Buyer Disclosure Schedule 4.18, note as of the date hereof, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater stockholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to the Knowledge of Buyer, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of December 31, 2015 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank or any bank examiner, together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Buyer that as of December 31, 2015 was classified as OREO and the book value thereof as of the date of this Agreement. (b) Each Loan held in Buyer Bank’s lending standards in the ordinary course of business; loan portfolio (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Buyer, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementExcept for matters that could not reasonably be expected to have a Material Adverse Effect with respect to BVCC and its Subsidiaries and except as set forth in Schedule 5.3(r) of the BVCC Disclosure Schedule, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the Company’s or any of its Subsidiaries’ books and recordsrecords (each, a "Loan") of BVCC and its Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of BVCC, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s 's rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bii) BVCC has set forth in Schedule 3.23 5.3(r) of the Company BVCC Disclosure Schedule discloses as to BVCC and each BVCC Subsidiary as of June September 30, 20072005: (A) any written or, to BVCC's knowledge, oral Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyBVCC's knowledge, in default of any other material provision thereof; (B) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “"substandard,” “" "doubtful,” “credit risk assets,” “watch list assets,” “" "loss” " or “"special mention” (" or words of similar import) import by the CompanyBVCC, its Subsidiaries a BVCC Subsidiary or a Governmental Authority (the “Classified Loans”)an applicable regulatory authority; (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder stockholder of the CompanyBVCC or a BVCC Subsidiary, or to the knowledge of the CompanyBVCC, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each As of the date hereof, Northmark is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of March 31, 2022, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent (5%) or greater shareholder of Northmark or any of its Subsidiaries’ books and records, to the Knowledge of Northmark, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Northmark Disclosure Schedule 3.22(a) identifies (x) each Loan that as of March 31, 2022 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Northmark or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Northmark that as of March 31, 2022 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Northmark, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and Northmark’s or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Northmark is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Northmark to repurchase from any such Person any Loan or other asset of Northmark.

Loans; Nonperforming and Classified Assets. (ai) Each To Seller’s knowledge, each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit credit, loan commitments and loan commitments guaranties (collectively, “Loans”), on the CompanySeller’s or any of its Subsidiaries’ Seller Subsidiary’s books and records, was made and has been serviced in accordance with the CompanySeller’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Seller has previously made available to Buyer complete and correct copies of its and the Seller Subsidiaries’ lending policies. The deposit and loan agreements of the Company Seller and its Subsidiaries each Seller Subsidiary comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Seller SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsSeller or Seller Sub. (bii) Schedule 3.23 Section 3.01(k) of the Company Seller Disclosure Schedule discloses as of June 30, 20072012: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanySeller, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Seller, the Company, its Seller Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanySeller, or to the actual knowledge of the CompanySeller, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Board of Governors of the Federal Reserve System (“Federal Reserve”) have been made by the Company Seller or any of its the Seller Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility or present other unfavorable features. (ciii) The Company Seller shall promptly after the end of each quarter after the date hereof and upon Closing (as defined in Section 9.01) inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, including without limitation, limitation portions of outstanding lines of credit and loan commitments (collectively, “Loans”"LOANS"), on the Company’s or any books and records of the Company and its Subsidiaries’ books and records, was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of the Company, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s 's rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 The Company has Previously Disclosed as to the Company and each - 32 - Company Subsidiary as of the Company Disclosure Schedule discloses as of June 30, 2007latest practicable date: (Ai) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the Company's knowledge, in default of any other material provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “"substandard,” “" "doubtful,” “credit risk assets,” “watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries a Company Subsidiary or a Governmental Authority an applicable regulatory authority (it being understood that no representation is being made that OTS would agree with the “Classified Loans”loan classifications established by the Company); (Ciii) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyCompany or a Company Subsidiary, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The No agreement pursuant to which any loans or other assets have been or shall be sold by the Company shall promptly after or its Subsidiaries entitled the end buyer of each quarter after such loans or other assets, unless there is material breach of a representation or covenant by the date hereof and upon Closing inform Buyer Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the amount of Loans subject to each type of classification of the Classified LoansCompany or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, including without limitation, limitation portions of outstanding lines of credit and loan commitments (collectively, “"Loans”"), on the Company’s or any of its Subsidiaries’ books and recordsrecords of Borrower and each Subsidiary, was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; is evidenced in all material respects by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s 's rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: 4.26 sets forth (A) any written or oral Loan under the terms of which the obligor obligor, to Borrower's best knowledge, is sixty (60) or more days delinquent in payment of principal or interestdelinquent, or to the knowledge of the Company, in default of any other provision thereof; (B) each non-homogeneous Loan which has been classified as “"other loans specially maintainedmentioned,” “" "classified,” “" "criticized,” “" "substandard,” “" "doubtful,” “" "credit risk assets,” “" "watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries Borrower or a Governmental Regulatory Authority as of June 30, 2001 (the “"Classified Loans”"); , (C) a an aggregate listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and thereof as of June 30, 2001, (D) each Loan with any director, executive officer or five percent or greater shareholder stockholder of the CompanyBorrower, or any of its Subsidiaries, or to the best knowledge of the CompanyBorrower, any Person person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. All , (E) all Loans which are classified as “Insider Transactions” insider transactions by Regulation O of the FRB have been made by the Company Borrower, or any of its Subsidiaries Subsidiaries, in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of CFC and its Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of CFC and Cascade Bank, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has Loan data tapes previously made available provided to Buyer complete and correct copies Opus through CFC’s data room accurately reflect the Loan portfolio of its lending policies. The deposit and loan agreements of the Company CFC and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsthe date of such Loan tape. (bii) Schedule 3.23 CFC has Previously Disclosed as to CFC and each of its Subsidiaries as of the Company Disclosure Schedule discloses as latest practicable date prior to the date of June 30, 2007this Agreement: (A) any written or, to CFC’s and Cascade Bank’s knowledge, oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyCFC’s and Cascade Bank’s knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import, each a “Classified Asset”) by CFC, a CFC Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the Company, its Subsidiaries Department or a Governmental Authority (the “Classified Loans”FDIC would agree with the loan classifications established by CFC or any of the CFC Subsidiaries); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyCFC or a CFC Subsidiary, or to the knowledge of the CompanyCFC or Cascade Bank, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, including without limitation, limitation portions of outstanding lines of credit and loan commitments (collectively, “"Loans”"), on the Company’s 's or any of its Subsidiaries’ ' books and records, was made and has been serviced in accordance with the Company’s 's lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s 's rights and to general equity principles. The Company has previously made available delivered to Buyer true, accurate and complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bii) Schedule 3.23 5.3(y) of the Company Disclosure Schedule discloses as of June September 30, 20072002: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the best knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “"other loans specially maintained,” “" "classified,” “" "criticized,” “" "substandard,” “" "doubtful,” “" "credit risk assets,” “" "watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries or a Governmental Regulatory Authority (the “"Classified Loans”"); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the best knowledge of the Company, any Person person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “"Insider Transactions” " by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth on Company Disclosure Schedule 3.23(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the terms of which the obligor was, as of the Company Balance Sheet Date, more than ninety (90) days delinquent in payment of principal or interest or in default of any other material provision. Company Disclosure Schedule 3.23(a) identifies (x) each Loan that, as of the date of the Company’s or any of its Subsidiaries’ books and recordsmost recent bank examination, was made classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company or Company Bank, together with the principal amount of and has been serviced in accordance with accrued and unpaid interest on each Loan and the identity of the borrower, and (y) each asset of the Company that as of the Company Balance Sheet Date was classified as other real estate owned (“OREO”) and its book value as of such date. (b) To the Company’s lending standards Knowledge, each Loan held in the ordinary course of business; Company Bank’s loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) is a legal, valid valid, and binding obligation of the obligor named thereinin such documents, enforceable in accordance with its terms, subject to except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance insolvency and other laws of general applicability relating to or similar Laws affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresremedies generally. (c) To the Company’s Knowledge, the loan documents with respect to each Company Loan are complete and correct in all material respects and neither the Company nor any of its Subsidiaries nor any prior holder of a Company Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Company Loan file. The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer or a Subsidiary of the amount Company is the sole holder of Loans subject legal and beneficial title to each type of classification Company Loan, except as otherwise referenced on the books and records of the Classified LoansCompany. To the Company’s Knowledge, there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Company Loan, except as otherwise referenced on the books and records of the Company, and except as set forth on Company Disclosure Schedule 3.23(c), there is no pending or threatened litigation or proceeding relating to the property that serves as security for a Company Loan. (d) Neither the Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person that obligates the Company to repurchase from that Person any Loan or other asset of the Company or Company Bank solely on account of a payment default by the obligor on any such Loan.

Loans; Nonperforming and Classified Assets. (ai) Each Except as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or oral (A) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of October 31, 2003, over sixty (60) days delinquent in payment of principal or interest or in default of any other provision, or (B) Loan with any director, executive officer or five percent or greater shareholder of the Company or any of its Subsidiaries’ books and records, or to the Knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 5.01(v)(i) of the Company Disclosure Schedule identifies (A) each Loan that as of October 31, 2003 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, any Company Subsidiary or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of the Company or any Company Subsidiary that as of October 31, 2003 was classified as other real estate owned (“OREO”) and the book value thereof as of such date. (ii) Each Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 The loan documents with respect to each Loan were in material compliance with applicable laws and regulations and the Company’s lending policies at the time of origination of such Loans and are complete and correct. (iv) Except as set forth in Section 5.01(v)(iv) of the Company Disclosure Schedule discloses as Schedule, neither the Company nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by obligates the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with to repurchase from any such Person any Loan or other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer asset of the amount of Loans subject to each type of classification of the Classified LoansCompany or its Subsidiary.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes constitutes, to the Company’s knowledge, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms in all material respects, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer Investor complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply are in substantial compliance with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30December 31, 20072009: (A) any Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing; and (E) a listing of each residential mortgage Loan and the lien position with respect to the property securing the Loan. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer Investor of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Bank Disclosure Schedule 4.22, as of the date hereof, Bank is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of March 31, 2007, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Bank, or to the Knowledge of Bank, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Bank Disclosure Schedule 4.22 identifies (x) each Loan that as of March 31, 2007 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Bank or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Bank that as of March 31, 2007 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Bank, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and Bank’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in Bank Disclosure Schedule 4.22, Bank is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Bank to repurchase from any such Person any Loan or other asset of Bank.

Loans; Nonperforming and Classified Assets. (a) Each Section 3.28(a) of the Prime Disclosure Schedule identifies any written or oral loan, loan agreement, note or borrowing arrangement, arrangement and other extensions of credit (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) to which Prime is a party as obligee (collectively, “Loans”), on under the Company’s terms of which the obligor was over sixty (60) days delinquent in payment of principal or interest as of such date. (b) Section 3.28(b) of the Prime Disclosure Schedule identifies each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Prime or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder as of such date. (c) Section 3.28(c) of the Prime Disclosure Schedule identifies each asset of Prime that was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement as well as any assets classified as OREO since September 30, 2015 and any sales of OREO between September 30, 2015 and the date hereof, reflecting any gain or loss with respect to any OREO sold. (d) Except as would not reasonably be expected to be material, each Loan held in Prime’s lending standards in the ordinary course of business; loan portfolio (each a “Prime Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Prime’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available . (e) All currently outstanding Prime Loans were solicited, originated and currently exist in material compliance with all applicable requirements of Law and Prime’s lending policies at the time of origination of such Prime Loans, and the notes or other credit or security documents with respect to Buyer each such outstanding Prime Loan are complete and correct copies of its lending policiesin all material respects. The deposit and loan There are no oral modifications or amendments or additional agreements of related to the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses Prime Loans that are not reflected in the Company SEC Documents written records of Prime. All such Prime Loans are owned by Prime free and financial statements filed therewithclear of any Liens (other than blanket Liens by the Federal Home Loan Bank of Boston). No claims of defense as to the enforcement of any Prime Loan have been asserted in writing against Prime for which there is a reasonable probability of an adverse determination, and Prime has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable probability of an adverse determination to Prime. Except as set forth in Section 3.28(e) of their respective datesthe Prime Disclosure Schedule, no Prime Loans are presently serviced by third parties, and there is adequate under GAAP and all regulatory requirements applicable no obligation which could result in any Prime Loan becoming subject to financial institutionsany third party servicing. (bf) Schedule 3.23 Except as would not reasonably be expected to be material, Prime is not a party to any agreement or arrangement with (or otherwise obligated to) any person which obligates Prime to repurchase from any such person any Loan or other asset of Prime, unless there is a material breach of a representation or covenant by Prime, and none of the Company Disclosure Schedule discloses as agreements pursuant to which Prime has sold Loans or pools of June 30, 2007: (A) Loans or participations in Loans or pools of Loans contain any Loan under the terms obligation to repurchase such Loans or interests therein solely on account of which a payment default by the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of on any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuressuch Loan. (cg) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans Prime is not now nor has it ever been since January 1, 2012, subject to each type 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 relating to the origination, sale or servicing of classification of the Classified mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Section 4.23(a) of the Target Disclosure Schedule, as of the date hereof, neither Target nor any of the Target Subsidiaries is a party to any written or oral loan, loan agreement, note note, extension of credit or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of March 31, 2015, over sixty (60) days delinquent in payment of principal or interest. (b) Section 4.23(b) of the Target Disclosure Schedule identifies (x) each Loan that as of March 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Target or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Companyprincipal amount of each such Loan and the account number of the borrower thereunder and (y) each asset of Target and the Target Subsidiaries that as of March 31, 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of March 31, 2015. (c) Each Loan held in Target’s lending standards in the ordinary course of business; loan portfolio (“Target Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. (d) There are no oral modifications or amendments related to the Target Loans that are not reflected in the written records of Target. All such currently outstanding Target Loans are owned by Target free and clear of any Liens, except for Liens on Loans granted to the Federal Home Loan Bank of Cincinnati or the Federal Reserve Bank of St. Louis. No claims of defense as to the enforcement of any Target Loan have been asserted in writing against Target for which there is a reasonable possibility of an adverse determination, and Target has no knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a possibility of an adverse determination to Target. Except as set forth in Section 4.23(d) of the Target Disclosure Schedule, none of the Target Loans are presently serviced by third parties, and there is no obligation which could result in any Target Loan becoming subject to any third party servicing. (e) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Target, each outstanding Target Loan has been 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 and servicing standards of Target and with all applicable federal, state and local laws, regulations and rules. The Company has previously made available loan documents with respect to Buyer each such Target Loan are complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with in all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsmaterial respects. (bf) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with Neither Target nor any of the foregoing. All Loans which are classified Target Subsidiaries is now nor has it ever been since January 1, 2012, 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. (g) Except as “Insider Transactions” by Regulation O set forth in Section 4.23(g) of the FRB have been made Target Disclosure Schedule, neither Target nor any of the Target Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any person which obligates Target to repurchase from any such person any Loan or other asset of Target, unless there is a material breach of a representation or covenant by the Company Target or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresTarget Subsidiaries. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth on Buyer Disclosure Schedule 4.18, note as of the date of this Agreement, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of the Buyer Balance Sheet Date, over ninety (90) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to Buyer’s Knowledge, any person, corporation or enterprise controlling, controlled by, or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of June 30, 2021 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank, or any bank examiner, together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower, and (y) each asset of Buyer that as of the Buyer Balance Sheet Date was classified as OREO and its book value as of such date. (b) To Buyer’s lending standards Knowledge, each Loan held in the ordinary course of business; Buyer Bank’s loan portfolio (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) is a legal, valid valid, and binding obligation of the obligor named thereinnamed, enforceable in accordance with its terms, subject to except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance insolvency and other laws of general applicability relating to or similar Laws affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsremedies generally. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30December 31, 20072006: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of CCBI and its Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of CCBI, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bii) Schedule 3.23 CCBI has Previously Disclosed as to CCBI and each CCBI Subsidiary as of the Company Disclosure Schedule discloses as latest practicable date prior to the date of June 30, 2007this Agreement: (A) any written or, to CCBI’s knowledge, oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyCCBI’s knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by CCBI, a CCBI Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the Company, its Subsidiaries OTS would agree with the loan classifications established by CCBI or a Governmental Authority (any of the “Classified Loans”CCBI Subsidiaries); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyCCBI or a CCBI Subsidiary, or to the knowledge of the CompanyCCBI, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each Except as set forth in FBFC Disclosure Schedule 4.01(v), as of the date hereof, First Xxxxxxx National Bank is not a party to any written or oral (A) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of October 31, 2006, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (B) Loan with any director, executive officer or five percent or greater shareholder of FBFC, or to the Knowledge of First Xxxxxxx National Bank, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. FBFC Disclosure Schedule 4.01(v) identifies (A) each Loan that as of October 31, 2006 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by First Xxxxxxx National Bank or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of First Xxxxxxx National Bank that as of October 31, 2006 was classified as other real estate owned (“OREO”) and the book value thereof. (ii) Each Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of First Xxxxxxx National Bank, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or The loan documents with respect to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; were in material compliance with applicable laws and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates regulations and collateral, as those prevailing First Xxxxxxx National Bank’s lending policies at the time for comparable transactions with other Persons of origination of such Loans and do not involve more than normal risk of collectibility or present other unfavorable featuresare complete and correct. (civ) The Company shall promptly after the end Except as set forth in FBFC Disclosure Schedule 4.01(v), FBFC is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates FBFC to repurchase from any such Person any Loan or other asset of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified LoansFBFC.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth in Section 3.24 of the IRGB Disclosure Schedule, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the Company’s or any of its Subsidiaries’ books and records, records of IRGB and its Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedknowledge of IRGB, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 IRGB has set forth in Section 3.24 of the Company IRGB Disclosure Schedule discloses as to IRGB and each IRGB Subsidiary as of June 30, 2007the latest practicable date prior to the date of this Agreement: (A) any written or, to IRGB’s knowledge, oral Loan under the terms of which the obligor is sixty (60) 90 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyIRGB’s knowledge, in default of any other material provision thereof; (B) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) import by the CompanyIRGB, its Subsidiaries a IRGB Subsidiary or a Governmental Authority (the “Classified Loans”)an applicable regulatory authority; (C) a listing of the real estate owned, Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyIRGB or a IRGB Subsidiary, or to the knowledge of the CompanyIRGB, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer Except as set forth in Section 3.24 of the amount IRGB Disclosure Schedules, each Loan was on the books and records of Loans subject IRGB and its Subsidiaries prior to each type of classification of the Classified LoansDecember 15, 2007.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.23, as of the date of this Agreement, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of September 30, 2016, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision. Company Disclosure Schedule 3.23 identifies (x) each Loan that as of September 30, 2016 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank, or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of September 30, 2016 was classified as other real estate owned (“OREO”) and its book value as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsSeptember 30, was made and has been serviced 2016. (b) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid valid, and binding obligation of the obligor named thereinin such documents, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated, and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of origination of such Company Loans, and the loan documents with respect to each quarter after Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the date hereof Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim, or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments Loan (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, i) was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of businessand prudent practice; (ii) is evidenced by appropriate and sufficient documentation; to the extent secured, (iii) has been secured by valid liens Liens and security interests which have been perfected; and (iv) constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending lending, credit and underwriting policies. The deposit and loan Loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulationsLaw. The allowance for loan Loan losses reflected in the Company SEC Documents and financial statements filed therewithFinancial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsthe Company. Notwithstanding any provision of this Agreement, the Sellers shall have no Liability for any breach of representations and warranties in this Section 4.18(a) (except for any breach of which the Company or any Seller had, or should have had, Knowledge and which was not disclosed to Buyer (all items set forth on Schedule 4.18(a) conclusively being deemed to have been disclosed to Buyer for the purposes of such standard)) and the Buyer agrees to look solely to the loan loss reserve shown on the Closing Balance Sheet for Buyer Losses incurred as a result of any such breach. (b) Schedule 3.23 4.18(b) of the Company Seller Disclosure Schedule Schedules discloses as of June 30March 31, 20072015: (Ai) any Loan owned by the Company under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or or, to the knowledge Knowledge of the Company, in default of any other provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries Company or a Governmental Authority (the “Classified Loans”)Government Entity; (Ciii) each Loan repurchased or proposed to be repurchased by the Company; (iv) each Loan subject to any claim, suit, proceeding or litigation; (v) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Dvi) each Loan with any director, director or executive officer or five percent or greater shareholder of the CompanyCompany or a Seller, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing; and (vii) Loans held for sale. All Loans which are would be classified as “Insider Transactionsinsider transactions” by Regulation O of the FRB Federal Reserve Board have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. All such Loans are and were originated in compliance in all material respects with all applicable Laws. (c) The Company shall promptly after marketing, soliciting, brokering, originating, making, servicing, collecting, and all other activities performed in connection with each Loan have been conducted in accordance with applicable Law. (d) No misrepresentation, gross negligence, fraud or similar occurrence with respect to any Loan has taken place on the end of each quarter after the date hereof and upon Closing inform Buyer part of the amount Company or, to the Knowledge of Sellers, any other Person, including, without limitation, any borrower, any broker, any correspondent, any appraiser, any settlement service provider, or any builder or developer. (e) To the Knowledge of Sellers, the Company is not in breach, and has not breached, any provision contained in any agreement pursuant to which the Company has brokered, originated, made, sold, participated or performed any activity in connection with any Loan. To the Knowledge of Sellers, no facts or circumstances exist relating to any agreement pursuant to which the Company has brokered, originated, made, sold, participated or purchased any Loan or performed any activity in connection with any Loan which could give rise to any obligation to repurchase any Loan or indemnify or make whole any Person in connection with any Loan. (f) None of the agreements pursuant to which the Company has sold Loans or pools of Loans subject or participations in Loans or pools of Loans contains any obligation to each type repurchase such Loans or interests therein solely on account of classification a payment default by the obligor on any such Loan, other than a payment default occurring within ninety (90) days of the Classified Loanssale of the Loan. (g) There is no litigation, proceeding, governmental investigation or class action lawsuit existing or pending or, to the Knowledge of Sellers or the Company threatened, or any order, injunction, decree or settlement agreement outstanding, relating to or arising out of any Loan, nor do Sellers or the Company have any Knowledge of any basis for any such litigation, proceeding, governmental investigation or class action lawsuit. (h) The Company does not hold or own any Loan, except as set forth in Schedule 4.18(h) of the Seller Disclosure Schedule.

Loans; Nonperforming and Classified Assets. (a) Each Company Disclosure Schedule 3.23(a) identifies, as of September 30, 2015 and as of the date hereof, any written or oral loan, loan agreement, note or borrowing arrangement, arrangement and other extensions of credit (including, without limitation, portions leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which Company, Company Bank or any of outstanding lines of credit and loan commitments their respective Subsidiaries is a party as obligee (collectively, “Loans”), under the terms of which the obligor was over sixty (60) days delinquent in payment of principal or interest as of such date. (b) Company Disclosure Schedule 3.23(b) identifies, as of September 30, 2015 and as of the date hereof, each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder as of such date. (c) Company Disclosure Schedule 3.23(c) identifies each asset of Company or any of its Subsidiaries that as of September 30, 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement as well as any assets classified as OREO since September 30, 2015 and any sales of OREO between September 30, 2015 and the date hereof, reflecting any gain or loss with respect to any OREO sold. (d) Except as would not reasonably be expected to be material, each Loan held in Company’s, Company Bank’s or any of its their respective Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; loan portfolio (each a “Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The . (e) All currently outstanding Company has previously made available Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the time of origination of such Company Loans, and the notes or other credit or security documents with respect to Buyer each such outstanding Company Loan are complete and correct copies of its lending policiesin all material respects. The deposit and loan There are no oral modifications or amendments or additional agreements of related to the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses Loans that are not reflected in the written records of Company SEC Documents and financial statements filed therewithor Company Bank, as applicable. All such Company Loans are owned by Company or Company Bank free and clear of their respective datesany Liens (other than blanket Liens by the Federal Home Loan Bank of Atlanta). No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company or Company Bank for which there is a reasonable probability of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is adequate under GAAP a reasonable probability of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23(e), no Company Loans are presently serviced by third parties, and all regulatory requirements applicable there is no obligation which could result in any Company Loan becoming subject to financial institutionsany third party servicing. (bf) Schedule 3.23 Except as would not reasonably be expected to be material, neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, unless there is a material breach of a representation or covenant by Company or any of its Subsidiaries, and none of the agreements pursuant to which Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in an arms-length manner made Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on substantially account of a payment default by the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresobligor on any such Loan. (cg) The Neither Company shall promptly after the end nor any of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans its Subsidiaries is now nor has it ever been since January 1, 2012, subject to each type 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 Authority relating to the origination, sale or servicing of classification of the Classified mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, including without limitation, limitation portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and recordsrecords of NFCU, was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; , and is evidenced in all material respects by appropriate and sufficient documentation; to the extent secured. To NFCU’s Knowledge, has been secured by valid liens and security interests which have been perfected; and each Loan constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available ; to Buyer complete NFCU’s Knowledge, NFCU is the sole holder of legal and correct copies beneficial title to each Loan, except for loan participations referenced on the books and record of its lending policies. The deposit NFCU; to NFCU’s Knowledge, there is no pending or threatened condemnation proceeding or similar proceeding affecting the property which serves as security for a Loan, except as otherwise referenced on the books and loan agreements records of NFCU; and, to NFCU’s Knowledge, there is no pending or threatened litigation or proceeding relating to the property which serves as security for a Loan that would materially diminish the value of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in related Loan or impact the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionscollateral therefor. (bii) Schedule 3.23 NFCU has previously disclosed as of the Company Disclosure Schedule discloses as date of June 30, 2007such disclosure: (A) any written or, to NFCU’s Knowledge , oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyNFCU’s Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries NFCU or a Governmental Authority (the “Classified Loans”)NCUA; (C) a listing of the real estate owned, each OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Companyofficer, or to the knowledge of the CompanyNFCU’s Knowledge, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made , or any other person covered by the Company or any of its Subsidiaries applicable NCUA rules in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features12 C.F.R. Section 701.21. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, including without limitation, limitation portions of outstanding lines of credit and loan commitments (collectively, “"Loans”"), on the Company’s or any of its Subsidiaries’ books and recordsrecords of the Company and IFC, was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; to . To the extent securedknowledge of the Company, has been secured by valid liens and security interests which have been perfected; and each Loan constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s 's rights and to or by general equity principles. The Company has previously made available ; to Buyer complete and correct copies of its lending policies. The deposit and loan agreements the knowledge of the Company, the Company is the sole holder of legal and its Subsidiaries comply with all applicable lawsbeneficial title to each Loan, rules and regulations. The allowance except for loan losses reflected in participations referenced on the Company SEC Documents books and financial statements filed therewithrecord of the Company; to the knowledge of the Company, there is no pending or threatened condemnation proceeding or similar proceeding affecting the property which serves as security for a Loan, except as otherwise referenced on the books and records of the Company; and, to the knowledge of the Company, there is no pending or threatened litigation or proceeding relating to the property which serves as security for a Loan that would have materially diminish the value of the related Loan. (ii) Section 5.02(s) of the Company's Disclosure Schedule lists, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007latest practicable date: (Ai) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the Company's knowledge, in default of any other material provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “"substandard,” “" "doubtful,” “credit risk assets,” “watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries IFC or a Governmental Authority (the “Classified Loans”)OTS; (Ciii) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyCompany or IFC, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” , or any other person covered by Regulation O of the FRB have been made by the Company or any Board of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer Governors of the amount of Loans subject to each type of classification of the Classified LoansFederal Reserve System.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Subsidiary’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and the Buyer Subsidiaries’ lending policies. The deposit and loan agreements of Buyer and the Company and its Buyer Subsidiaries comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Buyer SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsBuyer or Buyer Sub. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June 30March 31, 20072016 with respect to Buyer and the Buyer Subsidiaries: (A) any Loan in the amount of $1,000,000 (“Buyer Loans”) under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the actual knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority in the amount of $1,000,000 (the “Buyer Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the actual knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Sub’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and Buyer Sub’s lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries Buyer Sub comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewithBuyer Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsBuyer or Buyer Sub. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June 30March 31, 20072024 with respect to the Buyer and the Buyer Subsidiaries: (A) any Loan in the amount of $2,000,000 or more (“Buyer Loans”) under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority in the amount of $2,000,000 or more (the “Buyer Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Company Disclosure Schedule 3.23, as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of December 31, 2015, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision. Company Disclosure Schedule 3.23 identifies (x) each Loan that as of December 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) each asset of Company that as of December 31, 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Policy Exception Report as of its Subsidiaries’ books and recordsDecember 31, was made and has been serviced 2015. (b) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of origination of such Company Loans, and the loan documents with respect to each quarter after such Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the date hereof Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the Federal Reserve Bank of Boston, all such Company Loans are owned by Company Bank free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Company Disclosure Schedule 3.23, none of the amount of Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Company to repurchase from any such Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in EBNJ Disclosure Schedule 3.22(a), as of the date hereof, none of EBNJ or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of December 31, 2017, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of EBNJ or any of its Subsidiaries’ books and records, or to the Knowledge of EBNJ, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. EBNJ Disclosure Schedule 3.22(a) identifies (x) each Loan that as of December 31, 2017 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by EBNJ or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of EBNJ that as of December 31, 2017 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of EBNJ, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (bc) Schedule 3.23 of the Company Except as set forth in EBNJ Disclosure Schedule discloses as of June 303.22(c), 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or loan documents with respect to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified were in compliance with applicable laws and regulations and EBNJ’s or the applicable Subsidiary’s lending policies at the time of origination of such Loans and are complete and correct. (d) Except as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words set forth in EBNJ Disclosure Schedule 3.22(d), none of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company EBNJ or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates EBNJ or any of its Subsidiaries to repurchase from any such Person any Loan or other Persons and do not involve more than normal risk asset of collectibility EBNJ or present other unfavorable featuresany of its Subsidiaries. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of Assabet (i) was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; , (ii) is evidenced in all material respects by appropriate and sufficient documentation; , and (iii) to the extent securedknowledge of Assabet, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s 's rights and to or by general equity principles. The Company has previously made available information (including electronic information and information contained on tapes and computer disks) with respect to Buyer complete and correct copies all Loans of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewithAssabet furnished to Westborough by Assabet is, as of their the respective datesdates indicated therein, is adequate under GAAP true and correct in all regulatory requirements applicable to financial institutionsmaterial respects. To the best knowledge of Assabet, all Loans originated, directly or through third party mortgage brokers, have been originated in compliance with all federal, state and local laws, including, without limitation, the Real Estate Settlement Procedures Act of 1974, as amended. (b) Schedule 3.23 Assabet has disclosed in Section 6.21(b) of Assabet's disclosure Schedules, as of the Company Disclosure Schedule discloses as of June 30, 2007latest practicable date: (Ai) any written or oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyAssabet's knowledge, in default of any other material provision thereof; , (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “"substandard,” “" "doubtful,” “credit risk assets,” “watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by Assabet or an applicable regulatory authority (it being understood that no representation is being made that FDIC or the CompanyStaff of the Massachusetts Bank Commissioner would agree with the loan classifications established by Assabet), its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; , and (Div) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyAssabet, or to the knowledge of the CompanyAssabet, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in CBBC Disclosure Schedule 3.22(a), as of the date hereof, none of CBBC or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of December 31, 2016, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of record of CBBC or any of its Subsidiaries’ books and records, or to the Knowledge of CBBC, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. CBBC Disclosure Schedule 3.22(a) identifies (x) each Loan that as of December 31, 2016 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by CBBC or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of CBBC that as of December 31, 2016 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of CBBC, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and CBBC’s or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in CBBC Disclosure Schedule 3.22(d), none of CBBC or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates CBBC or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of CBBC or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Disclosure Schedule Section 3.23, as of the date hereof, neither FNB nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of October 31, 2012, over sixty (60) days delinquent in payment of principal or interest. Disclosure Schedule Section 3.23 identifies (x) each Loan that as of October 31, 2012 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by FNB or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder and (y) each asset of FNB that as of October 31, 2012 was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement. Set forth in Disclosure Schedule Section 3.23 is a true and correct copy of FNB’s lending standards Policy Exception Report as of October 31, 2012. (b) Each Loan held in the ordinary course of business; FNB’s loan portfolio (“FNB Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to FNB’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after All currently outstanding FNB Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and FNB’s lending policies at the end time of origination of such FNB Loans, and the loan documents with respect to each quarter after such FNB Loan are complete and correct. There are no oral modifications or amendments or additional agreements related to the date hereof FNB Loans that are not reflected in the written records of FNB. All such FNB Loans are owned by FNB free and upon Closing inform Buyer clear of any Liens. No claims of defense as to the enforcement of any FNB Loan have been asserted in writing against FNB for which there is a reasonable possibility of an adverse determination, and FNB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to FNB. Except as set forth in Disclosure Schedule Section 3.23, none of the amount of FNB Loans are presently serviced by third parties, and there is no obligation which could result in any FNB Loan becoming subject to each type any third party servicing. (d) FNB is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates FNB to repurchase from any such Person any Loan or other asset of classification FNB, unless there is a material breach of the Classified Loansa representation or covenant by FNB or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each loan, loan agreementcommitment, note or borrowing arrangement, including, without limitation, portions of outstanding lines letter of credit and loan commitments or other extension of credit (collectively, “LoansLoan”), ) on the Company’s books and records of UBNC or any of its Subsidiaries’ books and records, UBNC Subsidiary (i) was made and has been serviced in all material respects in accordance with the Company’s their customary lending standards in the ordinary course of business; , (ii) is evidenced in all material respects by appropriate and sufficient documentation; , (iii) to the extent secured, has been secured or is in the process of being secured, by valid liens and security interests Liens, which have been perfected or are in the process of being perfected; and , in accordance with all applicable Laws and, (iv) to the knowledge of UBNC, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, the contract evidencing such Loan subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 UBNC has made available to FNB a listing as to UBNC and each UBNC Subsidiary as of the Company Disclosure Schedule discloses as of June 30latest practicable date, 2007which shall be a date no earlier than March 31, 2022: (Ai) any Loan with an outstanding balance of $500,000 or more and under the terms of which the obligor is sixty ninety (6090) or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyUBNC’s knowledge, in default of any other material provision thereof; , (Bii) any Loan that is on non-accrual status, (iii) any Loan that is a troubled debt restructuring under GAAP, (iv) any Loan for which a specific reserve exists in connection therewith, (v) each Loan which that has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” ”, “doubtful,” “credit risk assets,” “watch list assets,” ”, “loss” or “special mention” (or words of similar import) import by the CompanyUBNC, its Subsidiaries a UBNC Subsidiary or a Governmental Authority an applicable Regulatory Agency, (the “Classified Loans”); (Cvi) a listing of the real estate owned, classified as “Other Real Estate Owned” (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Dvii) each Loan written or oral loan agreement, note or borrowing arrangement, including leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any Affiliate. For purposes of this Agreement, “Affiliate” means, with respect to either party, any director, executive officer or five percent or greater shareholder of the Companysuch party or such party’s Subsidiaries, or to the knowledge of the Companysuch party, any other Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O Control”, with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the FRB have been made power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by the Company contract or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresmeans. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each FBMS Disclosure Schedule 4.17(a) identifies any written loan, loan agreement, note or borrowing arrangement, arrangement and other extensions of credit (including, without limitation, portions leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which FBMS or any of outstanding lines of credit and loan commitments its respective Subsidiaries is a party (collectively, “Loans”), under the terms of which the obligor was over sixty (60) days delinquent in payment of principal or interest as of August 31, 2017. (b) FBMS Disclosure Schedule 4.17(b) identifies each Loan that was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized” or words of similar import by FBMS or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the Companyidentity of the borrower thereunder as of August 31, 2017. (c) FBMS Disclosure Schedule 4.17(c) identifies each asset of FBMS or any of its Subsidiaries that as of December 31, 2016 was classified as other real estate owned (“OREO”) and the book value thereof as of August 31, 2017 as well as any assets classified as OREO between December 31, 2016 and August 31, 2017 and any sales of OREO between December 31, 2016 and August 31, 2017. (d) To its Knowledge, each Loan held in FBMS’s or any of its Subsidiaries’ books and recordsloan portfolio (each a “FBMS Loan”), was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; all material respects, (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) is a legal, valid and binding obligation of the FBMS and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply . (e) All currently outstanding FBMS Loans were solicited, originated and, currently exist in material compliance with all applicable laws, rules requirements of Law and regulationsthe notes or other credit or security documents with respect to each such outstanding FBMS Loan are materially complete and correct. The allowance for loan losses There are no oral modifications or amendments or additional agreements related to the FBMS Loans that are not reflected in the Company SEC Documents and financial statements filed therewithwritten records of FBMS or its Subsidiary, as applicable. All such FBMS Loans are owned by FBMS or its Subsidiary free and clear of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 any Liens. No claims of the Company Disclosure Schedule discloses defense as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default enforcement of any other provision thereof; (B) each FBMS Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company asserted in writing against FBMS or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and FBMS has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries. Except as set forth in an arms-length manner made on substantially the same termsFBMS Disclosure Schedule 4.17(e), including interest rates no FBMS Loans are presently serviced by third parties, and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable featuresthere is no obligation which could result in any FBMS Loan becoming subject to any third party servicing. (cf) The Company shall promptly after the end Neither FBMS nor any of each quarter after the date hereof its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates FBMS or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of FBMS or any of its Subsidiaries, unless there is a material breach of a representation or covenant by FBMS or any of its Subsidiaries, and upon Closing inform Buyer none of the amount agreements pursuant to which FBMS or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (g) Neither FBMS nor any of its Subsidiaries is now nor has it ever been since January 1, 2014, subject to each type 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 Authority relating to the origination, sale or servicing of classification of the Classified mortgage or consumer Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Xxxxx Disclosure Schedule 3.22(a), as of June 30, 2024, none of Evans or any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of June 30, 2024, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Xxxxx or any of its Subsidiaries’ books and records, or to the Knowledge of Xxxxx, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Xxxxx Disclosure Schedule 3.22(a) identifies (x) each Loan that as of June 30, 2024 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Xxxxx or any of its Subsidiaries or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of Xxxxx that as of June 30, 2024 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; , and constitutes (iii) to the Knowledge of Xxxxx, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in material compliance with applicable laws and regulations and Xxxxx’x or the applicable Subsidiary’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct in all material respects. (d) Except as set forth in Xxxxx Disclosure Schedule 3.22(d), none of Xxxxx or any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates Xxxxx or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of Xxxxx or any of its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in TNB Disclosure Schedule 3.22(a), as of the date hereof, TNB is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of June 30, 2012, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of TNB, or to the Knowledge of TNB, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. TNB Disclosure Schedule 3.22(a) identifies (x) each Loan that as of June 30, 2012 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by TNB or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (y) each asset of TNB that as of June 30, 2012 was classified as other real estate owned (“OREO”) and the book value thereof. (b) Each Loan (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (iii) to the Knowledge of TNB, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject loan documents with respect to each type Loan were in compliance with applicable laws and regulations and TNB’s lending policies at the time of classification origination of the Classified Loanssuch Loans and are complete and correct. (d) Except as set forth in TNB Disclosure Schedule 3.22(d), TNB is not a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates TNB to repurchase from any such Person any Loan or other asset of TNB.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth on Company Disclosure Schedule 3.23, as of the date of this Agreement, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of August 31, 2018, more than sixty (60) days delinquent in payment of principal or interest or in default of any other material provision. Company Disclosure Schedule 3.23 identifies (x) each Loan that, as of August 31, 2018, was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company or Company Bank, together with the principal amount of and accrued and unpaid interest on each Loan and the identity of the borrower, and (y) each asset of Company that as of August 31, 2018 was classified as other real estate owned (“OREO”) and its book value as of the date of this Agreement. Set forth on Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Loan Exception Report as of its Subsidiaries’ books and recordsAugust 31, was made and has been serviced 2018. (b) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s Knowledge, is a legal, valid valid, and binding obligation of the obligor named thereinin such documents, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated, and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of each quarter after the date hereof and upon Closing inform Buyer origination or purchase of the amount Company Loans, and the loan documents with respect to each Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the FRB, all such Company Loans are owned by Company Bank free and clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim, or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth on Company Disclosure Schedule 3.23, none of the Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third-party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person that obligates Company to repurchase from that Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Section 4.23(a) of the Target Disclosure Schedule, as of the date hereof, Target is not a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of March 31, 2015, over sixty (60) days delinquent in payment of principal or interest. (b) Section 4.23(b) of the Target Disclosure Schedule identifies (x) each Loan that as of March 31, 2015 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Target or any of its Subsidiaries’ books and recordsbank examiner, was made and has been serviced in accordance together with the Companyprincipal amount of each such Loan and the account number of the borrower thereunder and (y) each asset of Target that as of March 31, 2015 was classified as other real estate owned (“OREO”) and the book value thereof as of March 31, 2015. (c) Each Loan held in Target’s lending standards in the ordinary course of business; loan portfolio (“Target Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. (d) There are no oral modifications or amendments related to the Target Loans that are not reflected in the written records of Target. Except as set forth in Section 4.23(d) of the Target Disclosure Schedule, all currently outstanding Target Loans are owned by Target free and clear of any Liens. No claims of defense as to the enforcement of any Target Loan have been asserted in writing against Target for which there is a reasonable possibility of an adverse determination, and Target has no knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a possibility of an adverse determination to Target. Except as set forth in Section 4.23(d) of the Target Disclosure Schedule, none of the Target Loans are presently serviced by third parties, and there is no obligation which could result in any Target Loan becoming subject to any third party servicing. (e) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Target, each outstanding Target Loan has been solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting and servicing standards of Target and with all applicable federal, state and local laws, regulations and rules. The Company has previously made available loan documents with respect to Buyer each such Target Loan are complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with in all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsmaterial respects. (bf) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30Target is not now nor has it ever been since January 1, 2007: (A) 2012, subject to any Loan under the terms of which the obligor is sixty (60) material fine, suspension, settlement or more days delinquent in payment of principal other contract or interestother administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the knowledge origination, sale or servicing of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” mortgage or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified consumer Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (cg) The Company shall promptly after the end Target is not a party to any agreement or arrangement with (or otherwise obligated to) any person which obligates Target to repurchase from any such person any Loan or other asset of each quarter after the date hereof and upon Closing inform Buyer Target, unless there is a material breach of the amount of Loans subject to each type of classification of the Classified Loansa representation or covenant by Target.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “"Loans”"), on the Company’s 's or any of its Subsidiaries’ ' books and records, was made and has been serviced in accordance with the Company’s 's lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s 's rights and to general equity principles. The Company has previously made available delivered to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June 30May 31, 20072009: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “"other loans specially maintained,” “" "classified,” “" "criticized,” “" "substandard,” “" "doubtful,” “" "credit risk assets,” “" "watch list assets,” “" "loss” " or “"special mention” " (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “"Classified Loans”"); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “"Insider Transactions” " by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards policies in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and to the Knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and Company’s financial statements filed therewithstatements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June 30February 28, 20072013: (Ai) any Loan under the terms of which the obligor is sixty thirty (6030) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementExcept as Previously Disclosed, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the Company’s books and records of Feather River or any of its Subsidiaries’ books and records, Subsidiaries was made and has been serviced in all material respects in accordance with the Company’s its customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedKnowledge of Feather River, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsBankruptcy Exception. (bii) Schedule 3.23 Feather River has Previously Disclosed as of the Company Disclosure Schedule discloses as latest practicable date prior to the date of June 30, 2007this Agreement: (A) any Loan under the terms of which the obligor is sixty (60) 30 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the CompanyFeather River, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanyFeather River or any of its Subsidiaries, its Subsidiaries or a Governmental Authority (the “Classified Loans”)an applicable regulatory authority; (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, director or executive officer of Feather River or five percent or greater shareholder any of the Companyits Subsidiaries, or to the knowledge of the CompanyFeather River, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O . (iii) Feather River has Previously Disclosed a list and description of the FRB have been made by the Company all loan participations entered into between Feather River or any of its Subsidiaries in an arms-length manner made and any third party which are reflected on substantially the same terms, including interest rates books and collateral, as those prevailing at the time for comparable transactions with other Persons records of Feather River or any of its Subsidiaries. A true and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end complete copy of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject document relating to each type loan participation has been delivered to Plumas, with the exception of classification loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of the Classified Loansbusiness.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of Seller and its Subsidiaries was made and has been serviced in all material respects in accordance with the CompanySeller’s lending standards in the ordinary course of business; business consistent with past practice, is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedSeller’s Knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has Loan data tapes previously made available provided by Seller to Buyer complete and correct copies Purchaser Parent accurately reflect in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements of the Company Seller and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsthe date of such loan tape. (bii) Seller has set forth in Section 5.03(r)(ii) of Seller’s Disclosure Schedule 3.23 as of the Company Disclosure Schedule discloses as of June 30, 2007date hereof: (A) any Loan under the terms of which the obligor is sixty (60) 60 or more calendar days delinquent in payment of principal or interest, or to the knowledge of the CompanySeller’s Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanySeller, any of its Subsidiaries or a Governmental Authority an applicable regulatory authority (it being understood that no representation is being made that the “Classified Loans”DBO or the FDIC would agree with the loan classifications established by Seller); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereofthereof as of September 30, 2019; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanySeller or any of its Subsidiaries, or to the knowledge of the CompanySeller’s Knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Except as set forth in Disclosure Schedule Section 3.23(a), as of the date hereof, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of November 30, 2013, over sixty (60) days delinquent in payment of principal or interest. (b) Disclosure Schedule Section 3.23(b) identifies (x) each Loan that as of November 30, 2013 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the Company’s identity of the borrower thereunder and (y) each asset of Company or any of its Subsidiaries’ books Subsidiaries that as of November 30, 2013 was classified as other real estate owned (“OREO”) and recordsthe book value thereof as of the date of this Agreement. Set forth in Disclosure Schedule Section 3.23(b) is a true and correct copy of Company Bank’s Policy Exception Report as of November 30, was made and has been serviced 2013. (c) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The . (d) All currently outstanding Company has previously made available Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the time of origination of such Company Loans, and the loan documents with respect to Buyer each such Company Loan are complete and correct copies correct. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of its lending policiesCompany Bank. The deposit All such Company Loans are owned by Company Bank free and loan agreements clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Disclosure Schedule Section 3.23(d), none of the Company Loans are presently serviced by third parties, and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected there is no obligation which could result in the any Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable Loan becoming subject to financial institutionsany third party servicing. (be) Schedule 3.23 Neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries in an arms-length manner made on substantially the same termsto repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk unless there is a material breach of collectibility a representation or present other unfavorable featurescovenant by Company or any of its Subsidiaries. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, was made and has been serviced in accordance with the Company’s lending standards policies in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and to the Knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles. The Company has previously made available to Buyer CNB complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and Company’s financial statements filed therewithstatements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 3.23(b) of the Company Disclosure Schedule discloses as of June November 30, 20072019: (Ai) any Loan under the terms of which the obligor is sixty thirty (6030) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other material provision thereof; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (Ciii) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any director, executive officer or five percent (5%) or greater shareholder of the foregoingCompany. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each Except as set forth in Section 5.01(u)(i) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to any written or oral (A) loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), on under the Company’s terms of which the obligor was, as of October 31, 2003, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (B) Loan with any director, executive officer or five percent or greater shareholder of the Company or any of its Subsidiaries’ books and records, or to the Knowledge of the Company, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 5.01(u)(i) of the Company Disclosure Schedule identifies (A) each Loan that as of October 31, 2003 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by the Company, any Company Subsidiary or any bank examiner, together with the Company’s lending standards in principal amount of and accrued and unpaid interest on each such Loan and the ordinary course identity of business; the borrower thereunder, and (B) each asset of the Company or any Company Subsidiary that as of October 31, 2003 was classified as other real estate owned (“OREO”) and the book value thereof. (ii) Each Loan (A) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (B) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes (C) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (biii) Schedule 3.23 The loan documents with respect to each Loan were in material compliance with applicable laws and regulations and the Company’s lending policies at the time of origination of such Loans and are complete and correct. (iv) Except as set forth in Section 5.01(u)(iv) of the Company Disclosure Schedule discloses as Schedule, neither the Company nor any of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by obligates the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with to repurchase from any such Person any Loan or other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer asset of the amount of Loans subject to each type of classification of the Classified LoansCompany or its Subsidiary.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of Plaza and its Subsidiaries was made and has been serviced in all material respects in accordance with the CompanyPlaza Bank’s lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedPlaza’s Knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has Loan data tapes previously made available provided by Plaza to Buyer complete and correct copies PPBI accurately reflects in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements of the Company Plaza and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. the date of such loan tape. (bii) Plaza has set forth in Section 5.03(r)(ii) of Plaza’s Disclosure Schedule 3.23 as of the Company Disclosure Schedule discloses as of June 30, 2007date hereof: (A) any Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyPlaza’s Knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the CompanyPlaza, any of its Subsidiaries or a Governmental Authority an applicable regulatory authority (it being understood that no representation is being made that the “Classified Loans”DBO or the FDIC would agree with the loan classifications established by Plaza); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereofthereof as of June 30, 2017; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the CompanyPlaza or any of its Subsidiaries, or to the knowledge of the CompanyPlaza’s Knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each As of the date of this Agreement, neither Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions of outstanding lines of leases, credit enhancements, commitments, guarantees and loan commitments interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of October 31, 2024, more than sixty (60) calendar days delinquent in payment of principal or interest or in default of any other material provision. Company Disclosure Schedule 3.23 identifies (x) each Loan that, as of October 31, 2024, was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company or Company Bank, together with the principal amount of and accrued and unpaid interest on each Loan and the identity of the borrower, and (y) each asset of Company that as of September 30, 2024 was classified as other real estate owned (“OREO”) and its book value as of the date of this Agreement. Set forth on Company Disclosure Schedule 3.23 is a true and correct copy of Company’s or any Loan Exception Report as of its Subsidiaries’ books and recordsOctober 31, was made and has been serviced 2024. (b) Each material Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s Knowledge, is a legal, valid valid, and binding obligation of the obligor named thereinin such documents, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The All currently outstanding Company shall promptly after Loans were solicited, originated, and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the end time of each quarter after the date hereof and upon Closing inform Buyer origination or purchase of the amount Company Loans, and the loan documents with respect to each Company Loan are complete and correct in all material respects. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of Company Bank. Other than loans pledged to the FHLB or the FRB, all such Company Loans are owned by Company Bank free and clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and each of Company and Company Bank is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim, or defense for which there is a reasonable possibility of an adverse determination to Company Bank with respect to any material Company Loan. None of the Company Loans are presently serviced by third parties, and there is no obligation which could result in any Loan becoming subject to each type any third-party servicing. (d) Neither Company nor Company Bank is a party to any agreement or arrangement with (or otherwise obligated to) any Person that obligates Company to repurchase from that Person any Loan or other asset of classification Company or Company Bank, unless there is material breach of the Classified Loansa representation or covenant by Company or its Subsidiaries.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), Loan on the Company’s or any of its Subsidiaries’ books and records, records of FAB was made and has been serviced in all material respects in accordance with the Company’s customary lending standards in the ordinary course of business; , is evidenced in all material respects by appropriate and sufficient documentation; documentation and, to the extent securedFAB’s knowledge, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and other similar laws of general applicability relating to or affecting creditor’s rights and to or by general equity principles. The Company has Loan data tapes previously made available provided by FAB to Buyer complete and correct copies PPBI accurately reflects in all material respects the Loan portfolio of its lending policies. The deposit and loan agreements FAB as of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for date of such loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionstape. (bii) FAB has set forth in Section 5.03(r)(ii) of FAB’s Disclosure Schedule 3.23 as of the Company Disclosure Schedule discloses as of June 30, 2007latest practicable date: (A) any written or, to FAB’s knowledge, oral Loan under the terms of which the obligor is sixty (60) 60 or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyFAB’s knowledge, in default of any other material provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by FAB or an applicable regulatory authority (it being understood that no representation is being made that the Company, its Subsidiaries TBD or a Governmental Authority (the “Classified Loans”FDIC would agree with the loan classifications established by FAB); (C) a listing of the real estate owned, OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder stockholder of the CompanyFAB, or to the knowledge of the CompanyFAB’s knowledge, any Person controlling, controlled by or under common control with with, any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s or any of its Subsidiaries’ books and records, (i) was made and has been serviced in accordance with the Company’s lending standards in the ordinary course of business; (ii) is evidenced by appropriate and sufficient documentation; (iii) to the extent secured, has been secured by valid liens and security interests which have been perfected; and (iv) constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditor’s rights and to general equity principlesEquity Exception. The Company has previously made available to Buyer, Buyer Bank and Merger Sub complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30December 31, 20072007 and February 29, 2008: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent (5%) or greater shareholder of the Company, or to the knowledge Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each loan agreementExcept as set forth on Buyer Disclosure Schedule 4.18, note as of the date of this Agreement, neither Buyer nor any of its Subsidiaries is a party to (i) any Loans under the terms of which the obligor was, as of August 31, 2018, over sixty (60) days delinquent in payment of principal or borrowing arrangementinterest or in default of any other material provision, includingor (ii) Loan with any director, without limitation, portions Executive Officer or five percent or greater shareholder of outstanding lines of credit and loan commitments (collectively, “Loans”), on the Company’s Buyer or any of its Subsidiaries’ books and records, or to Buyer’s Knowledge, any person, corporation or enterprise controlling, controlled by, or under common control with any of the foregoing. Buyer Disclosure Schedule 4.18 identifies (x) each Loan that as of August 31, 2018 was made and has been serviced in accordance classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Buyer, Buyer Bank, or any bank examiner, together with the Companyprincipal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower, and (y) each asset of Buyer that as of August 31, 2018 was classified as OREO and its book value as of the date of this Agreement. (b) Each Loan held in Buyer Bank’s lending standards in the ordinary course of business; loan portfolio (i) is evidenced by appropriate notes, agreements, or other evidences of indebtedness that are true, genuine, and sufficient documentation; what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Buyer’s Knowledge, is a legal, valid valid, and binding obligation of the obligor named thereinnamed, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance conveyance, and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The Company has previously made available to Buyer complete and correct copies of its lending policies. The deposit and loan agreements of the Company and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (b) Schedule 3.23 of the Company Disclosure Schedule discloses as of June 30, 2007: (A) any Loan under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of collectibility or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (ai) Each loan agreementTo Buyer’s knowledge, note or borrowing arrangementexcept as would not reasonably be expected to have a material adverse effect on Buyer, including, without limitation, portions of outstanding lines of credit and loan commitments (collectively, “Loans”), each Loan on the CompanyBuyer’s or any of its Subsidiaries’ Buyer Sub’s books and records, was made and has been serviced in accordance with the CompanyBuyer’s lending standards in the ordinary course of business; is evidenced by appropriate and sufficient documentation; to the extent secured, has been secured by valid liens and security interests which have been perfected; and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditor’s the enforcement of creditors’ rights generally, and to by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity principlesor at law). The Company Buyer has previously made available to Buyer Seller complete and correct copies of its and Buyer Sub’s lending policies. The deposit and loan agreements of the Company Buyer and its Subsidiaries Buyer Sub comply in all material respects with all applicable laws, rules and regulations. The allowance for loan losses reflected in the Company Buyer SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutionsBuyer or Buyer Sub. (bii) Schedule 3.23 Section 4.01(o) of the Company Buyer Disclosure Schedule discloses as of June 30December 31, 20072017 with respect to the Buyer and the Buyer Subsidiaries: (A) any Loan in the amount of $2,000,000 or more (“Buyer Loans”) under the terms of which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the CompanyBuyer, in default of any other provision thereof; (B) each Classified Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by Buyer, the Company, its Buyer Subsidiaries or a Governmental Authority in the amount of $1,000,000 (the “Buyer Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-deed in-lieu thereof, including the book value thereof; and (D) each Buyer Loan with any director, executive officer or five percent (5%) or greater shareholder of the CompanyBuyer, or to the knowledge of the CompanyBuyer, any Person person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB Transactions have been made by the Company Buyer or any of its the Buyer Subsidiaries in an arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons persons and do not involve more than normal risk of collectibility collectability or present other unfavorable features. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.

Loans; Nonperforming and Classified Assets. (a) Each Disclosure Schedule Section 3.23(a) identifies any written or oral loan, loan agreement, note or borrowing arrangement, arrangement (including, without limitation, portions leases, credit enhancements, commitments, guarantees and interest-bearing assets) to which the Company or any of outstanding lines of credit and loan commitments its Subsidiaries is a party (collectively, “Loans”), under the terms of which the obligor was over sixty (60) days delinquent in payment of principal or interest as of February 28, 2015 and as of the date hereof. (b) Disclosure Schedule Section 3.23(b) identifies each Loan that as of February 28, 2015 and as of the date hereof was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Company, Company Bank or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the Company’s identity of the borrower thereunder. (c) Disclosure Schedule Section 3.23(c) identifies each asset of Company or any of its Subsidiaries’ books Subsidiaries that as of February 28, 2015 was classified as other real estate owned (“OREO”) and recordsthe book value thereof as of the date of this Agreement as well as any assets classified as OREO since February 28, was made 2015 and has been serviced any sales of OREO between February 28, 2015 and the date hereof, reflecting any gain or loss with respect to any OREO sold. (d) Each Loan held in accordance with the CompanyCompany Bank’s lending standards in the ordinary course of business; loan portfolio (“Company Loan”) (i) is evidenced by appropriate notes, agreements or other evidences of indebtedness that are true, genuine and sufficient documentation; what they purport to be, (ii) to the extent secured, is and has been secured by valid liens and security interests Liens which have been perfected; perfected and constitutes the (iii) to Company’s and Company Bank’s Knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws Laws of general applicability relating to or affecting creditor’s creditors’ rights and to general equity principles. The . (e) All currently outstanding Company has previously made available Loans were solicited, originated and, currently exist in material compliance with all applicable requirements of Law and Company Bank’s lending policies at the time of origination of such Company Loans, and the loan documents with respect to Buyer each such Company Loan are complete and correct copies correct. There are no oral modifications or amendments or additional agreements related to the Company Loans that are not reflected in the written records of its lending policiesCompany Bank. The deposit Except as set forth in Disclosure Schedule Section 3.23(e), all such Company Loans are owned by Company Bank free and loan agreements clear of any Liens. No claims of defense as to the enforcement of any Company Loan have been asserted in writing against Company Bank for which there is a reasonable possibility of an adverse determination, and neither Company nor Company Bank has any Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of an adverse determination to Company Bank. Except as set forth in Disclosure Schedule Section 3.23(e), none of the Company Loans are presently serviced by third parties, and its Subsidiaries comply with all applicable laws, rules and regulations. The allowance for loan losses reflected there is no obligation which could result in the any Company SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable Loan becoming subject to financial institutionsany third party servicing. (bf) Schedule 3.23 Neither Company nor any of the Company Disclosure Schedule discloses as of June 30, 2007: its Subsidiaries is a party to any agreement or arrangement with (Aor otherwise obligated to) any Loan under the terms of Person which the obligor is sixty (60) or more days delinquent in payment of principal or interest, or to the knowledge of the Company, in default of any other provision thereof; (B) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by the Company, its Subsidiaries or a Governmental Authority (the “Classified Loans”); (C) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of the Company, or to the knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the obligates Company or any of its Subsidiaries in an arms-length manner made on substantially the same termsto repurchase from any such Person any Loan or other asset of Company or any of its Subsidiaries, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk unless there is a material breach of collectibility a representation or present other unfavorable featurescovenant by Company or any of its Subsidiaries. (c) The Company shall promptly after the end of each quarter after the date hereof and upon Closing inform Buyer of the amount of Loans subject to each type of classification of the Classified Loans.