Common use of Allowance for Loan Losses Clause in Contracts

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings Financials has been and will be established and maintained in accordance with GAAP. Holdings has disclosed to OLB on Holdings Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of Holdings that Holdings has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import, and Holdings shall disclose promptly to OLB after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21. The REO and in-substance foreclosures included in any of WSB’s non-performing assets are carried net of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports by the BYBK Companies to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings BYBK Financials has been and will be established and maintained in accordance with GAAPGAAP and applicable Law and in a manner consistent with Bay Bank’s internal policies. Holdings The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the BYBK Financials, in the opinion of management, was or will be adequate as of the dates thereof. BYBK has disclosed to OLB on Holdings BYBK Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) by and all interest-bearing assets of Holdings the BYBK Companies (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified any of the BYBK Companies during the past 12 months of, or has asserted against any of the BYBK Companies, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of BYBK, each borrower, customer or other party that has given any of the BYBK Companies any oral notification of, or orally asserted to or against any of the BYBK Companies, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport by any BYBK Company or any Regulatory Authority, (g) to the Knowledge of BYBK, as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (h) 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, (i) where a specific reserve allocation exists in connection therewith, (j) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15, (k) that were made pursuant to an exception to policy, and Holdings (l) that, to the extent not already disclosed pursuant to the foregoing items (a) through (k), have been charged-off at any time since January 1, 2014, together with true, complete and materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and BYBK shall disclose provide an updated BYBK Disclosure Schedule 3.21 promptly to OLB after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSBBay Bank’s non-performing assets are carried net of reserves at the lower of cost or market fair value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports by the OLB Companies to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings OLB Financials has been and will be established and maintained in accordance with GAAPGAAP and applicable Law and in a manner consistent with Old Line’s internal policies. Holdings has disclosed to The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the OLB on Holdings Disclosure Schedule 3.21 Financials, in the amounts opinion of all loansmanagement, leases, advances, credit enhancements, other extensions was or will be adequate as of credit, commitments and interest-bearing assets of Holdings that Holdings has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import, and Holdings shall disclose promptly to OLB after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21dates thereof. The REO and in-substance foreclosures included in any of WSBOld Line’s non-performing assets are carried net of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete OLB has disclosed to BYBK on OLB Disclosure Schedule 4.20 all Credit Extensions (including participations) by and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB the OLB Companies (a) that WSB are in an amount of at least $1.0 million and have been accelerated during the past 12 months, (b) that are in an amount of at least $1.0 million and have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, and (c) pursuant to which a borrower, customer or other party has classified internally as notified any of the OLB Companies during the past 12 months of, or has asserted against any of the OLB Companies, in each case in writing, any “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loanslender liability” or words similar claim, and, to the Knowledge of similar import occurring since July 31OLB, 2012 each borrower, customer or other party that has given any of the OLB Companies any oral notification of, or orally asserted to or against any of the OLB Companies, any such claim, and OLB shall be disclosed provide an updated OLB Disclosure Schedule 4.20 promptly to OLB BYBK after the end of each month after the date hereof and on an updated Holdings Disclosure Schedule 3.21the Business Day prior to the Closing Date.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports by the Xxxxxxx Companies to each Regulatory Governmental Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings Xxxxxxx Financials has been and will be established and maintained in accordance with GAAPGAAP and applicable Law and in a manner consistent with Xxxxxxx Bank’s internal policies. Holdings Xxxxxxx has disclosed Disclosed to OLB on Holdings Purchaser in Xxxxxxx Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) by and all interest-bearing assets of Holdings the Xxxxxxx Companies (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified any of the Xxxxxxx Companies during the past 12 months of, or has asserted against any of the Xxxxxxx Companies, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Xxxxxxx, each borrower, customer or other party that has given any of the Xxxxxxx Companies any oral notification of, or orally asserted to or against any of the Xxxxxxx Companies, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport by any Xxxxxxx Company or any Governmental Authority, (g) to the Knowledge of Xxxxxxx, as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (h) 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, (i) where a specific reserve allocation exists in connection therewith, (j) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15, (k) that were made pursuant to an exception to policy, and Holdings (l) that, to the extent not already disclosed pursuant to the foregoing items (a) through (k), have been charged-off at any time since January 1, 2016, together with true, complete and materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and Xxxxxxx shall disclose provide an updated Xxxxxxx Disclosure Schedule 3.21 promptly to OLB Purchaser after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSBXxxxxxx Bank’s non-performing assets are carried net of reserves at the lower of cost or market fair value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports by the DCB Companies to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings DCB Financials has been and will be established and maintained in accordance with GAAPGAAP and applicable Law and in a manner consistent with Damascus’ internal policies. Holdings The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the DCB Financials, in the opinion of management, was or will be adequate as of the dates thereof. DCB has disclosed to OLB on Holdings DCB Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) by and all interest-bearing assets of Holdings the DCB Companies (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified any of the DCB Companies during the past 12 months of, or has asserted against any of the DCB Companies, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of DCB, each borrower, customer or other party that has given any of the DCB Companies any oral notification of, or orally asserted to or against any of the DCB Companies, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport by any DCB Company or any Regulatory Authority, (g) to the Knowledge of DCB, as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (h) 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, (i) where a specific reserve allocation exists in connection therewith, (j) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15, (k) that were made pursuant to an exception to policy, and Holdings (l) that, to the extent not already disclosed pursuant to the foregoing items (a) through (k), have been charged-off at any time since January 1, 2014, together with true, complete and materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and DCB shall disclose provide an updated DCB Disclosure Schedule 3.21 promptly to OLB after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSB’s Damascus’ non-performing assets are carried net of reserves at the lower of cost or market fair value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ HBI’s and WSBHBank’s reports to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings HBI Financials has been and will be established and maintained in accordance with GAAP. Holdings The allowance for loan losses reflected in HBI’s and HBank’s reports to each Regulatory Authority and the allowance for loan losses shown in the HBI Financials, in the opinion of management, was or will be adequate as of the dates thereof. HBI has disclosed to OLB PBI on Holdings HBI Disclosure Schedule 3.21 the amounts of 4.20 all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) and interest-bearing assets of Holdings HBI or any HBI Subsidiary (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified HBI or any HBI Subsidiary during the past 12 months of, or has asserted against HBI or any HBI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HBI, each borrower, customer or other party that has given HBI or any HBI Subsidiary any oral notification of, or orally asserted to or against HBI or any HBI Subsidiary, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, and (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with true, complete and Holdings materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and HBI shall disclose update HBI Disclosure Schedule 4.20 promptly to OLB PBI after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSBHBank’s non-performing assets are carried net of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The Loan and Investment Portfolios, etc. (a) SB’s allowance for loan losses is, and has been since January 1, 2018, in material compliance with SB’s methodology for determining the adequacy of its allowance for loan losses in accordance with GAAP, as well as the standards established by applicable Governmental Authorities and the Financial Accounting Standards Board, in all material respects. (b) As of the date hereof, all loans, discounts and leases (in which any SB Entity is lessor) reflected on SB Financial Statements were, and with respect to the consolidated balance sheets delivered as of the dates subsequent to the execution of this Agreement will be as of the dates thereof, (i) at the time and under the circumstances in Holdings’ which made, made for good, valuable and WSB’s reports adequate consideration in the ordinary course of business and, to the Knowledge of SB, are the legal and binding obligations of the obligors thereof, (ii) evidenced by genuine notes, agreements, or other evidences of indebtedness, and (iii) to the extent secured, have, to the Knowledge of SB, been secured by valid liens and security interests which have been perfected. Accurate lists of all loans, discounts, and financing leases as of March 31, 2021 and on a monthly basis thereafter, and of the investment portfolios of each Regulatory Authority has SB Entity as of such date, have been and will be established made available to Buyer. Except as specifically set forth in compliance with Section 4.9(b) of the requirements SB Disclosure Memorandum, neither SB nor Bank is a party to any written or oral loan agreement, note, or borrowing arrangement, including any loan guaranty, that was, as of all regulatory criteria, and the allowance for loan losses shown most recent month-end (i) delinquent by more than 30 days in the Holdings Financials has been and will be established and maintained payment of principal or interest, (ii) otherwise in accordance with GAAP. Holdings has disclosed to OLB on Holdings Disclosure Schedule 3.21 the amounts of all loansmaterial Default for more than 30 days, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of Holdings that Holdings has (iii) classified internally as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loansother assets especially mentioned” or words any comparable classification by SB or by any applicable Regulatory Authority, (iv) an obligation of similar importany director, and Holdings shall disclose promptly executive officer or 10% shareholder of any SB Entity who is subject to OLB after Regulation O of the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21. The REO and in-substance foreclosures included in Federal Reserve (12 C.F.R. Part 215), or any person, corporation or enterprise controlling, controlled by or under common control with any of WSB’s non-performing assets are carried net the foregoing, or (v) in material violation of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21any Law.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ RBI’s and WSBRegal’s reports to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings RBI Financials has been and will be established and maintained in accordance with GAAP. Holdings The allowance for loan losses reflected in RBI’s and Regal’s reports to each Regulatory Authority and the allowance for loan losses shown in the RBI Financials, in the opinion of management, was or will be adequate as of the dates thereof. RBI has disclosed to OLB on Holdings RBI Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) and interest-bearing assets of Holdings RBI or any RBI Subsidiary (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified RBI or any RBI Subsidiary during the past 12 months of, or has asserted against RBI or any RBI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of RBI, each borrower, customer or other party that has given RBI or any RBI Subsidiary any oral notification of, or orally asserted to or against RBI or any RBI Subsidiary, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, and (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with true, complete and Holdings materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and RBI shall disclose update RBI Disclosure Schedule 3.21 promptly to OLB after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSBRegal’s non-performing assets are carried net of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ and WSB’s reports by the Xxxxxxx Companies to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings Xxxxxxx Financials has been and will be established and maintained in accordance with GAAP. Holdings has disclosed to OLB on Holdings The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the Xxxxxxx Financials, in the opinion of management, was or will be adequate as of the dates thereof. Xxxxxxx Disclosure Schedule 3.21 the amounts of discloses all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) by and all interest-bearing assets of Holdings the Xxxxxxx Companies (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified any of the Xxxxxxx Companies during the past 12 months of, or has asserted against any of the Xxxxxxx Companies in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Xxxxxxx, each borrower, customer or other party that has given any of the Xxxxxxx Companies any oral notification of, or orally asserted to or against any of the Xxxxxxx Companies, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, and Holdings (g) that, to the extent not already disclosed pursuant to the foregoing items (a) through (f), have been charged-off at any time since January 1, 2010, together with true, complete and materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and Xxxxxxx shall disclose provide an updated Xxxxxxx Disclosure Schedule 3.21 promptly to OLB Bay after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSB’s Xxxxxxx’ non-performing assets are carried net of reserves at the lower of cost or market fair value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.

Allowance for Loan Losses. The allowance for loan losses reflected in Holdings’ PBI’s and WSBPBank’s reports to each Regulatory Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Holdings PBI Financials has been and will be established and maintained in accordance with GAAP. Holdings The allowance for loan losses reflected in PBI’s and PBank’s reports to each Regulatory Authority and the allowance for loan losses shown in the PBI Financials, in the opinion of management, was or will be adequate as of the dates thereof. PBI has disclosed to OLB HBI on Holdings PBI Disclosure Schedule 3.21 the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments Credit Extensions (including participations) and interest-bearing assets of Holdings PBI or any PBI Subsidiary (a) that Holdings have been accelerated during the past 12 months, (b) that have been terminated during the past 12 months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower, (c) pursuant to which a borrower, customer or other party has notified PBI or any PBI Subsidiary during the past 12 months of, or has asserted against PBI or any PBI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of PBI, each borrower, customer or other party that has given PBI or any PBI Subsidiary any oral notification of, or orally asserted to or against PBI or any PBI Subsidiary, any such claim, (d) that are contractually past due 90 days or more in the payment of principal and/or interest, (e) that are on non-accrual status, and (f) that are classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with true, complete and Holdings materially correct copies of reports containing the principal amount and accrued and unpaid interest of each such Credit Extension and interest-bearing asset and the identity of the obligor thereunder, and PBI shall disclose update PBI Disclosure Schedule 3.21 promptly to OLB HBI after the end of each month after the date hereof and on the Business Day prior to the Closing Date the amount of each such classification on an updated Holdings Disclosure Schedule 3.21Date. The REO and in-substance foreclosures included in any of WSBPBank’s non-performing assets are carried net of reserves at the lower of cost or market value based on current independent appraisals or current management appraisals. Furthermore, true, complete and materially correct copies of reports containing the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of WSB that WSB has classified internally as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import occurring since July 31, 2012 shall be disclosed promptly to OLB on an updated Holdings Disclosure Schedule 3.21.