Common use of Corporate Organization Clause in Contracts

Corporate Organization. (a) Home is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Home. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Cascade, Home or the Surviving Company, as the case may be, (i) a material adverse effect on the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by Governmental Entities (as defined in Section 3.4), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.

Corporate Organization. (a) Home Each of Comerica and Comerica Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)) and has elected to be treated as a financial holding company under the BHC Act. Home Each of Comerica and Comerica Holdings has the corporate power and authority to own own, lease or lease operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home Comerica is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeComerica. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeFifth Third, Home Comerica or the Surviving CompanyEntity, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural or manmade disasters or from any outbreak of any disease or other public health event, (E) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party parties in contemplation of the transactions contemplated hereby, or (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projectionsprojections or internal financial forecasts, it being understood that the but not, in either case, including any underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses subclause (A), (B), (C) or (D), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, liabilities results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (x) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions, (y) such first person is consolidated with or directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions or (z) such party first person is deemed to control for financial reporting purposespurposes of the BHC Act. True and complete copies of the articles restated certificate of incorporation of Home Comerica (as amended, the “Home ArticlesComerica Charter”), the certificate of incorporation of Comerica Holdings (as amended, the “Comerica Holdings Charter”), the bylaws of Comerica (as amended, the “Comerica Bylaws”) and the bylaws of Home Comerica Holdings (as amended, the “Home Comerica Holdings Bylaws”), in each case, as in effect as of the date of this Agreement, have previously been made available by Home Comerica to CascadeFifth Third.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware, and is a bank savings and loan holding company duly registered under within the Bank Holding Company meaning of the Home Owners’ Loan Act of 19561933, as amended (the “BHC ActHOLA”), and is duly registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Home The Company has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home the Company or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for cause of such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, Effect has occurred) or (F) changes the expenses incurred by the Company or Parent in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partythe Company, means any corporationshall have the meaning ascribed to it in Section 10(a)(1)(G) of HOLA, partnershipand when used with respect to Parent, limited liability companyshall have the meaning ascribed to it in Section 2(d) of the Bank Holding Company Act of 1956, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesas amended (the “BHC Act”). True and complete copies of the articles Certificate of incorporation Incorporation of Home the Company (the “Home ArticlesCompany Certificate”) and the bylaws Restated By-Laws of Home the Company (the “Home Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home the Company to CascadeParent.

Corporate Organization. (a) Home Veritex is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Texas and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)) that has elected to be treated as a financial holding company under the BHC Act. Home Veritex has the corporate power and authority to own own, lease or lease operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home Veritex is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeVeritex. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeHuntington, Home Veritex or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be likely to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of or effects arising from (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak outbreak, continuation or escalation of war or acts of terrorismterrorism or cyberattacks) or in economic or market conditions (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) any international tariffs, trade policies or similar “trade” actions, (E) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods, wildfires or other natural disasters or from any outbreak of any disease, epidemic, pandemic or other public health event, (F) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 4.3(c) or 4.4) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (EG) ) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projectionsprojections or internal financial forecasts, it being understood that the but not, in either case, including any underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), (C), (D) or (F) E), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word term “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party person for financial reporting purposes. True and complete copies of the articles certificate of incorporation formation of Home Veritex, as amended (the “Home Veritex Articles”) and the bylaws of Home Veritex, as amended (the “Home Veritex Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Veritex to CascadeHuntington.

Corporate Organization. (a) Home Coursera is a public benefit corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)Delaware. Home Coursera has the corporate power and authority to own own, lease or lease operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Coursera is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeCoursera. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeUdemy, Home Coursera, the Surviving Entity or the Surviving Combined Company, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of such party person and its Subsidiaries taken as a whole (whole; provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsrequirements or official interpretations thereof, (B) changes, after the date hereof, in lawsLaws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operateregulations, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war war, civil unrest or acts of terrorism) or in economic or economic, market (including equity, credit and debt markets, as well as changes in interest rates) or other general industry-wide conditions affecting the financial services industry generally and not specifically relating to industries in which such party and its Subsidiaries operates, including any government shutdowns, tariffs, sanctions, trade policies or its Subsidiariessimilar Laws, Orders or policies, or any trade disputes, “trade wars” or similar actions, or any threats of any of the foregoing, (D) public disclosure the announcement or the existence of, compliance with, pendency of or performance under, this Agreement or the transactions contemplated hereby or actions expressly required by the identity of the parties to this Agreement or any of their affiliates (including the impact thereof on the relationships, contractual or otherwise, of a party or any of its Subsidiaries with officers and employees, financing sources, customers, suppliers, vendors, service providers or other business partners and any stockholder litigation) (provided that are taken with this clause (D) shall not apply to any representation or warranty to the prior written consent extent the purpose of such representation or warranty is to address the other party in contemplation consequences resulting from the execution of or performance under this Agreement or the consummation of the transactions contemplated hereby), (E) a decline in the trading price of a party’s common stock or any change in the credit ratings or ratings outlook for, or the availability or cost of equity, debt or other financing to, such party or any of its Subsidiaries, or the failure, in and of itself, to meet earnings projections, it being understood that the earnings guidance, budgets, expectations, estimates or internal financial forecasts, but not, in either case, including any underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effectthereof to the extent not otherwise excluded pursuant to subclauses (A) through (H), (F) changes in strikes, outbreaks of disease, pandemics, natural disasters, wildfires, extreme weather conditions or other acts of God, (G) any action required to be taken by a party or any of its Subsidiaries at the value written request of the securities other party, and (H) with respect to Coursera, any change in Coursera’s certification as a B Corp; provided that this clause (H) shall not apply to any representation or loan portfolio, or changes in warranty to the value of extent the deposits or borrowings, purpose of such party representation or its Subsidiarieswarranty is related to B Corp certification or qualification, resulting from a change in interest rates generally, and shall not include any underlying causes to the extent not otherwise excluded pursuant to subclauses (A) through (G); except, with respect to the exceptions set forth in subclauses (A), (B), (C), ) or (F) to the extent that the effects of ), if such change are materially disproportionately effect, change, event, circumstance, condition, occurrence or development has had a disproportionate adverse to impact on the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared relative to other companies in the industry in which such party Udemy, Coursera and its their respective Subsidiaries operate), (ii) in then the case incremental disproportionate adverse impact of Homesuch effect, any event change, event, circumstance, condition, occurrence or occurrence, including development shall be taken into account for the Merger purpose of determining whether a Material Adverse Effect exists or the Bank Merger, that results in has occurred or is reasonably likely expected to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), exist or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated herebyoccur. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (x) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (y) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Coursera Certificate of incorporation of Home (Incorporation, the “Home Articles”) Coursera Bylaws and the bylaws constituent documents of Home (the “Home Bylaws”)Merger Sub, in each case as in effect as of the date of this Agreement, have previously been made available by Home Coursera to CascadeUdemy.

Corporate Organization. (a) Home United is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Maryland and is a bank unitary savings and loan holding company duly registered under the Bank Holding Company Home Owners’ Loan Act of 19561933, as amended (the “BHC HOLA Act”). Home United has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home United is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeUnited. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeRockville, Home United or the Surviving CompanyCorporation, as the case may be, any event, circumstance, development, change or effect that, individually or in the aggregate that (i) a is or is reasonably likely to be, material and adverse effect on to the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Homeprevents or materially impairs, any event or occurrence, including the Merger or the Bank Merger, that results in or is would be reasonably likely to result in the loss of any material amount of loss share coverage from the FDICprevent or materially impair, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party Rockville or United to timely consummate the transactions contemplated herebyMerger on the terms set forth herein, or to perform its agreements or covenants hereunder. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Articles of incorporation Incorporation of Home United (the “Home United Articles”) and the bylaws Amended and Restated Bylaws of Home (the “Home Bylaws”)United, as in effect as of the date of this Agreement, have previously been made available by Home United to CascadeRockville.

Corporate Organization. (a) Home HopFed is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Maryland, Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home HopFed has the all requisite corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home HopFed is duly licensed or qualified to do business and, where such concept is recognized under applicable law, is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeHopFed. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeFirst Financial, Home HopFed or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause that (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline the expenses incurred by HopFed or First Financial in negotiating, documenting, effecting and consummating the trading price of a party’s common stock transactions contemplated by this Agreement, or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in proximately caused by the value impact of the securities execution or loan portfolio, or changes in the value announcement of the deposits Agreement and the consummation of the transactions contemplated hereby on relationships with customers or borrowings, employees (including the loss of such party or its Subsidiaries, resulting from a change in interest rates generally, personnel subsequent to the date of this Agreement); except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Certificate of incorporation Incorporation of Home HopFed (the “Home HopFed Articles”) and the bylaws Amended and Restated Bylaws of Home HopFed (the “Home HopFed Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home HopFed to CascadeFirst Financial.

Corporate Organization. (a) Home ▇▇▇▇▇▇ Valley is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandNew York, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home ▇▇▇▇▇▇ Valley has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home ▇▇▇▇▇▇ Valley is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Home▇▇▇▇▇▇ Valley. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeSterling, Home ▇▇▇▇▇▇ Valley or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline the expenses incurred by ▇▇▇▇▇▇ Valley or Sterling in negotiating, documenting, effecting and consummating the trading price of a party’s common stock transactions contemplated by this Agreement, or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in proximately caused by the value impact of the securities execution or loan portfolio, or changes in the value announcement of the deposits Agreement and the consummation of the transactions contemplated hereby on relationships with customers or borrowings, employees (including the loss of such party or its Subsidiaries, resulting from a change in interest rates generally, personnel subsequent to the date of this Agreement); except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Restated Certificate of incorporation Incorporation of Home ▇▇▇▇▇▇ Valley (the “Home Articles▇▇▇▇▇▇ Valley Certificate”) and the bylaws Amended and Restated By-Laws of Home ▇▇▇▇▇▇ Valley (the “Home ▇▇▇▇▇▇ Valley Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home ▇▇▇▇▇▇ Valley to CascadeSterling.

Corporate Organization. (a) Home is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Home. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeBanner, Home or the Surviving Company, as the case may be, (i) a material adverse effect on the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effectthereof, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, generally except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.the

Corporate Organization. (a) Home NewBridge is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandNorth Carolina, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home NewBridge has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home NewBridge is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeNewBridge. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeYadkin, Home NewBridge or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesgenerally, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, ; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Amended Articles of incorporation Incorporation of Home NewBridge (the “Home ArticlesNewBridge Certificate”) and the bylaws of Home Amended and Restated By-Laws (the “Home NewBridge Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home NewBridge to CascadeYadkin.

Corporate Organization. (a) Home National Penn is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Maryland, Pennsylvania and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)) and has not elected to be treated as financial holding company under the BHC Act. Home National Penn has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home National Penn is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeNational Penn. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home National Penn or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public the failure, in and of itself, to meet earnings projections or internal financial forecasts or any decrease in the market price of National Penn Common Stock, but not including the underlying causes thereof, (E) disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes actions or omissions taken pursuant to the written consent or request of Parent, in the value case of the securities or loan portfolioNational Penn, or changes National Penn, in the value case of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, Parent; except, with respect to subclauses (A), (B), (C) or (D), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank bank, trust or other organization, whether incorporated or unincorporated, which is (x) consolidated with such party for financial reporting purposespurposes or (y) directly or indirectly (through one or more intermediaries) controlled by or owned more than fifty percent by such party (for the avoidance of doubt, with respect to National Penn, the statutory business trusts related to the trust preferred securities of National Penn (the “Trust Preferred Securities”) are Subsidiaries of National Penn). True and complete copies of the articles Amended and Restated Articles of incorporation Incorporation of Home National Penn (the “Home National Penn Articles”) and the bylaws Amended and Restated By-Laws of Home National Penn (the “Home National Penn Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home National Penn to CascadeParent.

Corporate Organization. (a) Home CrossFirst is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Kansas and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home CrossFirst has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home CrossFirst is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeCrossFirst. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeBusey, Home CrossFirst or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event, (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby (it being understood that this clause (E) shall not apply to a breach of any representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated hereby), (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred, except to the extent otherwise excepted by this proviso) or (FG) changes the expenses incurred by CrossFirst or Busey in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC under the Exchange Act or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated by the SEC under the Exchange Act. True and complete copies of the articles Articles of incorporation Incorporation of Home CrossFirst (as amended, the “Home ArticlesCrossFirst Certificate”) and the bylaws Bylaws of Home CrossFirst (the “Home CrossFirst Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home CrossFirst to CascadeBusey.

Corporate Organization. (a) Home Sterling is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Sterling has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Sterling is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeSterling. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Cascade▇▇▇▇▇▇▇, Home ▇▇▇▇▇▇▇▇ or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood and agreed that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(j), 4.3(b), 4.4 or 4.11(j)) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred, except to the extent otherwise excepted by this proviso) or (FG) changes the expenses incurred by Sterling or ▇▇▇▇▇▇▇ in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or Covid-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the word governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic; “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated under the Exchange Act. True and complete copies of the articles Amended and Restated Certificate of incorporation Incorporation of Home Sterling (the “Home ArticlesSterling Certificate”) and the bylaws Amended and Restated Bylaws of Home Sterling (the “Home Sterling Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Sterling to Cascade▇▇▇▇▇▇▇.

Corporate Organization. (a) Home The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Delaware. The Company Act of 1956, as amended (the “BHC Act”). Home has the requisite corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it it, or the character or location of the properties and assets owned or leased by it it, makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHC Act”). As used in this Agreement, the term “Material Adverse Effect” means, with respect to Cascadeany of the Company, Home Parent or the Surviving CompanyEntity, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, properties, financial condition, or results of operations or financial condition of such party and its Subsidiaries taken as a whole (whole; provided, however, that, with respect to this clause (ia), a Material Adverse Effect shall not be deemed to include the impact of effects arising out of, relating to or resulting from (A) changes, changes after the date hereof, hereof in U.S. generally accepted accounting principles (“GAAP”) applicable GAAP or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, changes after the date hereof, hereof in lawsLaws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, operate or interpretations thereof by Governmental Entities (as defined in Section 3.4)thereof, (C) changes, changes after the date hereof, hereof in global, national or regional political conditions (including the outbreak outbreak, continuation or escalation of war or acts of terrorismterrorism (whether or not declared) or in cyberattacks) or economic or market conditions (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes after the date hereof, resulting from hurricanes, earthquakes, tornados, floods, wildfires or other natural disasters or from any outbreak of any disease, pandemic, epidemic, or other public disclosure of the transactions contemplated hereby health event (including any law, directive or actions expressly required guideline issued by this Agreement or that are taken with the prior written consent of the other party a Governmental Entity in contemplation of the transactions contemplated herebyresponse thereto), (E) a decline in the trading price of a party’s common stock or the a failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred, except as otherwise excepted by this proviso), (F) changes in the value entry into or announcement of this Agreement or the transactions contemplated hereby or the consummation of the securities transactions contemplated hereby (including any effect on a party’s relationships with its customers or loan portfolioemployees) (it being understood that this Clause (F) shall not apply to a breach of any representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated hereby), (G) the expenses incurred by the Company or Parent in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement, (H) actions or omissions taken with the prior written consent of the other party or expressly required by this Agreement, or changes (I) any stockholder or shareholder litigation arising out of, related to, or in connection with this Agreement, the value Mergers or the Bank Merger that is brought or threatened against a party or any members of a party’s Board of Directors from and following the date of this Agreement and prior to the Effective Time, except that effects attributable to or resulting from any of the deposits changes, events, conditions or borrowings, of such party or its Subsidiaries, resulting from a change trends described in interest rates generally, except, with respect to subclauses clauses (A), (B), (C), or and (FD) shall not be excluded to the extent that the effects of such change are any materially disproportionately disproportionate adverse to the business, properties, assets, liabilities, results of operations or financial condition of impact they have on such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), ; or (iiib) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in by this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.

Corporate Organization. (a) Home Patriot is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandTexas, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Patriot has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Patriot is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePatriot. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeGreen, Home Patriot or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) GAAP or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline the expenses incurred by Patriot or Green in negotiating, documenting, effecting and consummating the trading price of a party’s common stock transactions contemplated by this Agreement or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes any change in the value of the securities or loan portfolio, or changes any change in the value of the deposits or borrowings, of such party Green or its Patriot, or any of their Subsidiaries, respectively, resulting from a change in interest rates generally, ; except, with respect to subclauses (A), (B), (C), ) or (F) ), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Articles of incorporation Incorporation (as amended) of Home Patriot (the “Home ArticlesPatriot Certificate”) and the bylaws of Home Amended and Fifth Restated Bylaws (the “Home Patriot Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Patriot to CascadeGreen.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding California. The Company Act of 1956, as amended (the “BHC Act”). Home has the corporate power and corporate authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect on HomeEffect. As used in this Agreement, the term “Company Material Adverse Effect” means, with respect to Cascade, Home means any change or the Surviving Company, as the case may be, effect that is (i) a material materially adverse effect on to the business, operations, assets, properties, results of operations or financial condition of such party the Company and its Subsidiaries taken as a whole or (ii) prevents the Company from consummating the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Company Material Adverse Effect has occurred, there shall not be deemed excluded any effect on the Company or its Subsidiaries relating to include the impact of or arising in connection with (A) changesthe negotiation (including activities relating to due diligence), execution, delivery or public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken in compliance herewith (exclusive, however, of the actions required to be taken by Section 7.1 hereof) or otherwise with the consent of the other party hereto, including the impact thereof on the relationships of the Company or any of its Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom the Company or any of its Subsidiaries has any relationship and including any litigation brought by any shareholder of the Company solely as a result of the transactions contemplated hereby, (B) any event, occurrence, circumstance or trend, including a diminution in value, related to the Company, any of its Subsidiaries or any of their respective businesses, properties, assets, results of operations or financial condition that, to the Knowledge of Parent, exists as of the date hereof, (C) any fact, circumstance or condition disclosed in the Company Disclosure Schedule to the extent such change, effect or circumstance is specifically set forth in the Company Disclosure Schedule or is reasonably apparent from the face of the Company Disclosure Schedule without additional information, (D) any change in the market price or trading volume of the Company’s securities, in and of itself, (E) any failure, in and of itself, by the Company to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof, (F) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules requirements applicable or regulations of general applicability potentially applicable to companies in the industries in which such party and the Company or its Subsidiaries operate, (G) changes generally affecting the industries in which the Company or interpretations thereof by Governmental Entities (as defined in Section 3.4)its Subsidiaries operate, (CH) changes, after the date hereof, changes in global, national or regional political economic conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in the prevailing interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failureUnited States, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolioany region thereof, or changes in the value of the deposits any non-U.S. or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), global economy or (FI) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.attack on,

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended 1956 (the “BHC Act”). Home The Company has the requisite corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Homethe Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home the Company or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, after the date hereof, in laws, rules rules, regulations or regulations agency requirements of general applicability to companies in the industries in which such party person and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party person or its Subsidiaries, including changes in prevailing interest rates and in the credit and securities markets, (D) public failure, in and of itself, to meet internal or other estimates, projections or forecasts of revenue, net income or any other measure of financial performance, or changes in the trading prices of such person’s securities, but not, in any such case, including the underlying causes thereof; (E) disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes actions or omissions taken pursuant to the written consent of Parent, in the value case of the securities or loan portfolioCompany, or changes the Company, in the value case of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, Parent; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party person and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party person to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporationother person Controlled by such person, partnershipwhether directly or indirectly, limited liability company, bank or any other person who owns securities or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies ownership interests having a majority of the articles economic interest or voting power of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as such person. As used in effect as of the date of this Agreement, have previously been made available the word “Control” and the correlative terms “Controlling” and “Controlled”, means, with respect to any specified person, the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by Home to Cascadecontract or otherwise.

Corporate Organization. (a) Home FirstMerit is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Ohio and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home FirstMerit has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home FirstMerit is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeFirstMerit. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeHuntington, Home FirstMerit or the Surviving Company, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projectionsprojections or internal financial forecasts, it being understood that but not including the underlying causes for such decline thereof, (E) disclosure or failure may be taken into account consummation of the transactions contemplated hereby (including any effect on a party’s relationship with its customers or employees) or actions expressly required by this Agreement in determining whether there has been a Material Adverse Effectcontemplation of the transactions contemplated hereby, or (F) changes actions or omissions taken pursuant to the written consent of Huntington, in the value case of the securities or loan portfolioFirstMerit, or changes FirstMerit, in the value case of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, Huntington; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Second Amended and Restated Articles of incorporation Incorporation of Home FirstMerit (the “Home FirstMerit Articles”) and the bylaws Second Amended and Restated Code of Home Regulations of FirstMerit (the “Home BylawsFirstMerit Code of Regulations”), as in effect as of the date of this Agreement, have previously been made available by Home FirstMerit to CascadeHuntington.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is duly registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) as a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC ActBHCA”). Home The Company has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home the Company or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, ; except, with respect to subclauses (A), (B), ) or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Articles of incorporation Incorporation of Home the Company (the “Home Company Articles”) and the bylaws Amended and Restated Bylaws of Home the Company (the “Home Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home the Company to CascadeParent.

Corporate Organization. (a) Home PACW is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended 1956 (the “BHC Act”). Home PACW has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home PACW is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePACW. As used in this Agreement, the term “Material Adverse Effect” means, (x) with respect to CascadeBANC, Home PACW, Merger Sub or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations Laws (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or other Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees), (F) any stockholder litigation arising out of, related to, or in connection with the Agreement, the Mergers or the Bank Merger that is brought or threatened against a party or any party’s Board of Directors from and following the date of this Agreement and prior to the Effective Time (it being understood and agreed that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(k), 4.3(b), 4.4 or 4.11(k)) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EG) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred or is reasonably expected to occur, except to the extent otherwise excluded by this proviso) or (FH) changes the expenses incurred by PACW or BANC in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby, (y) with respect to PACW, (1) PACW’s Net Wholesale Funding Amount as of the Measurement Time is at least one billion seven hundred and fifty million dollars ($1,750,000,000) greater than the PACW Reference Net Wholesale Funding Amount, (2) as of the Measurement Time, the common equity Tier 1 Capital (as defined in 12 C.F.R. 217.20) of PACW is less than the amount set forth in Section 3.1(a) of the PACW Disclosure Schedule or (3) any Governmental Entity shall have appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver or conservator for Pacific Western Bank and (z) with respect to BANC, (1) BANC’s Net Wholesale Funding Amount as of the Measurement Time is at least one billion seven hundred and fifty million dollars ($1,750,000,000) greater than the BANC Reference Net Wholesale Funding Amount, (2) as of the Measurement Time, the common equity Tier 1 Capital (as defined in 12 C.F.R. 217.20) of BANC is less than the amount set forth in Section 3.1(a) of the BANC Disclosure Schedule, except as a result of the matters set forth in Section 3.1(a) of the BANC Disclosure Schedule, or (3) any Governmental Entity shall have appointed the FDIC as receiver or conservator for Banc of California. As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the word governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other Laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic; “Subsidiary,” when used with respect to any partyperson, means any corporationsubsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or the BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated by the SEC. True, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True correct and complete copies of the articles Restated Certificate of incorporation Incorporation of Home PACW (the “Home ArticlesPACW Charter”) and the bylaws Second Amended and Restated Bylaws of Home PACW (the “Home PACW Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home PACW to CascadeBANC.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandNew Jersey, and is a bank holding company duly registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home The Company has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home the Company or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact impacts of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, hereby or (E) a decline the reasonable, customary and documented expenses incurred by either party in negotiating and complying with the trading price provisions of a party’s common stock or this Agreement and in documenting, effecting and consummating the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), ) or (C), or (F) to the extent that the effects impacts of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word term “Subsidiary” ”, when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which is consolidated with (x) such party for financial reporting purposes. True and complete copies first person directly or indirectly owns or controls at least a majority of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as securities or other interests having by their terms ordinary voting power to elect a majority of the date board of this Agreementdirectors or others performing similar functions or (y) such first person is or directly or indirectly has the power to appoint a general partner, have previously been made available by Home to Cascademanager or managing member or others performing similar functions.

Corporate Organization. (a) Home Sterling is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Sterling has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Sterling is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeSterling. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeW▇▇▇▇▇▇, Home ▇▇▇▇▇▇▇▇ or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood and agreed that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(j), 4.3(b), 4.4 or 4.11(j)) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred, except to the extent otherwise excepted by this proviso) or (FG) changes the expenses incurred by Sterling or W▇▇▇▇▇▇ in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or Covid-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the word governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic; “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated under the Exchange Act. True and complete copies of the articles Amended and Restated Certificate of incorporation Incorporation of Home Sterling (the “Home ArticlesSterling Certificate”) and the bylaws Amended and Restated Bylaws of Home Sterling (the “Home Sterling Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Sterling to CascadeW▇▇▇▇▇▇.

Corporate Organization. (a) Home MidSouth is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Louisiana and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home MidSouth has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home MidSouth is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeMidSouth. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeMidSouth, Home any event, circumstance, development, change or effect that, individually or in the Surviving Company, as the case may beaggregate, (i) has a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of such party MidSouth and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party MidSouth and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism), (D) or changes, after the date hereof, in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party MidSouth or its Subsidiaries, (DE) public failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (F) disclosure or (other than, for the avoidance of doubt, in the case of the representations set forth in Sections 3.3(b), 3.4 and 3.11(k), and for purposes of the related condition set forth in Section 7.2(a)) consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (EG) a decline in actions or omissions taken pursuant to the trading price written consent of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, H▇▇▇▇▇▇ ▇▇▇▇▇▇▇; except, with respect to subclauses (A), (B), (C) or (D), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party MidSouth and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party MidSouth and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is would be reasonably likely to result in the loss of any material amount of loss share coverage from the FDICprevent or materially impair, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party MidSouth to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Amended and Restated Articles of incorporation Incorporation of Home MidSouth (the “Home MidSouth Articles”) and the bylaws Amended and Restated Bylaws of Home MidSouth (the “Home MidSouth Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home MidSouth to CascadeH▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Corporate Organization. (a) Home Partners is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Maryland and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Partners has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Partners is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePartners. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeLINK, Home Partners or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood and agreed that the foregoing in this subclause (E) shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(l), 4.3(b), 4.4 or 4.11(k) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred, except to the extent otherwise excepted by this proviso) or (FG) changes the expenses incurred by Partners or LINK in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or Covid-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the word governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a Pandemic; “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated under the Exchange Act. True and complete copies of the articles of incorporation of Home (the “Home Articles”) Partners Certificate and the bylaws of Home (the “Home Partners Amended and Restated Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Partners to CascadeLINK.

Corporate Organization. (a) Home Puget Sound is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandWashington, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “"BHC Act”"). Home Puget Sound has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Puget Sound is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePuget Sound. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to CascadeHeritage, Home Puget Sound or the Surviving Company, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. United States generally accepted accounting principles (“"GAAP”") or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesgenerally, (D) public disclosure of the transactions contemplated hereby or actions or inactions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) expenses reasonably incurred by a party in connection with this Agreement or the consummation of the transactions contemplated hereby or (F) a decline in the trading price of a party’s 's common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party or its banking Subsidiary to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “"Subsidiary” " when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home Puget Sound (the “Home "Puget Sound Articles”") and the bylaws of Home Puget Sound (the “Home "Puget Sound Bylaws”"), as in effect as of the date of this Agreement, have previously been made available by Home Puget Sound to CascadeHeritage.

Corporate Organization. (a) Home Sterling is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandNew York, and is a bank holding company duly registered under the Bank Holding Company BHC Act of 1956, and has elected to be treated as amended (a financial holding company under the “BHC Act”). Home Sterling has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Sterling is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeSterling. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeProvident, Home Sterling or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Restated Certificate of incorporation Incorporation of Home Sterling (the “Home ArticlesSterling Certificate”) and the bylaws Bylaws of Home (the “Home Bylaws”)Sterling, as in effect as of the date of this Agreement, have previously been made available by Home Sterling to CascadeProvident.

Corporate Organization. (a) Home Lycos is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)Delaware. Home Lycos has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notnot and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below) on HomeLycos. As used in this Agreement, the term “Material Adverse Effect” "MATERIAL ADVERSE EFFECT" means, with respect to CascadeLycos, Home Terra or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole or (ii) the ability of such party to timely consummate the transactions contemplated hereby; provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of any change, event, occurrence, condition or effect relating to (Aa) changesthe United States, after the date hereof, Spanish or global economy or securities markets in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsgeneral, (Bb) changes, after the date hereof, in laws, rules execution and delivery of this Agreement or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by Governmental Entities (as defined in Section 3.4), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure consummation of the transactions contemplated hereby or actions expressly required by this Agreement the announcement thereof or that are taken with (c) such party's industry in general and not specifically relating to Lycos or Terra, as the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure case may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfoliobe, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses respective Subsidiaries (Aas defined below), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” "SUBSIDIARY," when used with respect to any party, means any corporation, partnership, limited liability company, bank company or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) Lycos Certificate and the bylaws of Home (the “Home Bylaws”)Lycos By-Laws, in each case, as in effect as of the date of this Agreement, have previously been made available by Home Lycos to CascadeTerra.

Corporate Organization. (a) Home Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Indiana and is registered with the Federal Reserve Board as a bank savings and loan holding company duly registered under the Bank Holding Company Home Owners Loan Act of 1956, as amended (the “BHC ActHOLA”). Home Seller has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home Seller is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeSeller. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home Seller or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, or changes in interest rates or general economic conditions, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operateregulations, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, that apply to financial and/or depository institutions and/or their holding companies generally, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public the failure, in and of itself, to meet earnings projections or internal financial forecasts or any decrease in the market price of a party’s common stock, but not including the underlying causes thereof, (E) disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EF) any claim, suit, action, audit, arbitration, investigation, inquiry or other proceeding or order initiated other than by a decline party to this Agreement that in any manner challenges, seeks to prevent, enjoin, alter or delay, or seeks damages as a result of or in connection with, the transactions this Agreement contemplates, (G) actions or omissions taken pursuant to the written consent or request of Parent, in the trading price case of a Seller, or the written consent or request of Seller, in the case of Parent, including expenses incurred by the parties in consummating the transactions contemplated by this Agreement (H) public disclosure of any matter to the extent that (1) it is disclosed in reasonable detail in the party’s common stock disclosure schedule delivered to the other party pursuant to this Agreement or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value Parent Financial Statements or Seller Financial Statements for periods prior to the date of the securities or loan portfoliothis Agreement, or changes as applicable, and (2) such disclosed matter does not worsen in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, materially adverse manner; except, with respect to subclauses (A), (B), (C) or (D), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.,

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Delaware. The Company Act of 1956, as amended (the “BHC Act”). Home has the all requisite corporate power and authority and possesses all governmental franchises, permits, licenses, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to own enable it to own, lease, operate or lease all of otherwise hold its properties and assets and to conduct its businesses as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed qualified, licensed, or qualified in good standing, as applicable, to do business in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing, use or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified would not, either individually or in good standing would not be material to the aggregate, reasonably be expected to have a Material Adverse Effect on HomeCompany. As used in this Agreement, the term “Company Material Adverse Effect” means, with respect to Cascade, Home or the Surviving Company, as the case may be, means (i) a material adverse effect on the business, properties, results of operations or operations, financial condition or assets of such party and its Subsidiaries taken as the Company, or (ii) a whole (material adverse effect on the Company’s ability to consummate the transactions contemplated hereby; provided, however, thatthat in no event shall any of the following, with respect to this clause (i)alone or in combination, Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operateconstitute a Company Material Adverse Effect, or interpretations thereof by Governmental Entities (as defined in Section 3.4), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether a Company Material Adverse Effect has occurred: (A) any adverse change, effect, event or occurrence, state of facts or developments as a result of the public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken (or refrained from being taken) in compliance herewith, including any action taken (or omitted to be taken) with the written consent of or at the written request of either Parent or Merger Sub, (B) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP, or regulatory accounting requirements applicable or potentially applicable to the industries in which the Company operates, (C) changes generally affecting the industries in which the Company operates that are not specifically related to the Company and do not have a materially disproportionate adverse effect on the Company, (D) changes in general economic conditions or political conditions, or in the financial, credit or securities markets in general (including changes in the prevailing interest rates, exchange rates or stock, bond and/or debt prices) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a materially disproportionate adverse effect on the Company, (E) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism (including cyberterrorism) involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster, or epidemics, pandemics or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), (F) any failure to meet financial projections, estimates or forecasts for any period (provided, however, that the underlying cause of such failure may, to the extent applicable, be considered in determining whether there has been a Company Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B)G) the taking of any action by Parent, Merger Sub or any of their respective Affiliates (Cincluding any breach of this Agreement committed thereby), or (FH) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies any matter set forth in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to CascadeCompany Disclosure Letter.

Corporate Organization. (a) Home TSYS is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)Georgia. Home TSYS has the corporate power and authority to own own, lease or lease operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home TSYS is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeTSYS. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeGlobal Payments, Home TSYS or the Surviving CompanyEntity, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) the execution and delivery of this Agreement, public disclosure of the execution and delivery of this Agreement, public disclosure or consummation of the transactions contemplated hereby (provided, that the foregoing exceptions shall not apply to the representations and warranties set forth in Sections 3.3(b), 3.11(i), 4.3(b) or 4.11(i)), actions expressly required by this Agreement or actions that are taken with pursuant to the prior written consent of or at the written request of the other party in contemplation of the transactions contemplated herebyparty, (E) a decline in the trading price or trading volume of a party’s common stock stock, a credit ratings downgrade or change in ratings outlook, in and of itself, for a party or any of its Subsidiaries or the failure, in and of itself, to meet earnings projections, it being understood that the earnings guidance or internal financial forecasts, but not, in each case, including any underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effectthereof, (F) any changes in the value of the securities or loan portfoliodevelopments resulting from any hurricane, flood, tornado, earthquake or other weather or natural disaster, or changes in the value of the deposits (G) any changes, effects or borrowingsdevelopments arising out of, of such party or its Subsidiaries, resulting from a change or in interest rates generallyconnection with, the United Kingdom’s withdrawal from the European Union; except, with respect to subclauses subclause (A), (B), (C), (F) or (FG) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the which case of Home, any event or occurrence, including the Merger or the Bank Merger, that results only such incremental materially disproportionate effect shall be taken into account in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”)determining whether such change has had, or (iii) would reasonably be expected to have, a material adverse effect on the ability of such party to timely consummate the transactions contemplated herebyMaterial Adverse Effect. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (x) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (y) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the articles Articles of incorporation Incorporation of Home TSYS (the “Home TSYS Articles”) and the bylaws Bylaws of Home TSYS (the “Home TSYS Bylaws”), in each case as in effect as of the date of this Agreement, have previously been made available by Home TSYS to CascadeGlobal Payments.

Corporate Organization. (a) Home PENSAT is a corporation duly organized, validly existing and and, except as shown in Exhibit 3.1, in good standing under the laws of the State its state of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)incorporation. Home PENSAT has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePENSAT. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to CascadeCDXX, Home PENSAT or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole or (providedii) the ability of such party to timely consummate the transactions contemplated hereby; PROVIDED, howeverHOWEVER, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of (Aa) changes, after the date hereof, changes in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in telecommunications laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by Governmental Entities (as defined in Section 3.4)courts or governmental authorities, (Cb) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating accepted accounting principles or regulatory accounting requirements applicable to such party telecommunications companies or its Subsidiariestheir holding companies generally, (Dc) public disclosure actions or omissions of the transactions contemplated hereby CDXX or actions expressly required by this Agreement or that are PENSAT taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (Ed) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) any changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses general economic conditions affecting telecommunications companies generally and (A), (B), (C), or (Fe) to the extent that the effects of such change are materially disproportionately adverse to the Merger and compliance by either party with the provisions of this Agreement on the business, properties, assets, liabilities, financial condition or results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to or the other companies in the industry in which such party and its Subsidiaries operate)Subsidiaries, (ii) in as the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated herebymay be. As used in this Agreement, the word “"Subsidiary” " when used with respect to any party, means any telecommunications company, corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Articles and By-Laws of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”)PENSAT, as in effect as of the date of this Agreement, have previously been made available by Home PENSAT to CascadeCDXX.

Corporate Organization. (a) Home Partners is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Maryland and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Partners has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Partners is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePartners. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeLINK, Home Partners or the Surviving CompanyCorporation, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood and agreed that the foregoing in this subclause (E) shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(l), 4.3(b), 4.4 or 4.11(k) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.this

Corporate Organization. (a) Home Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Mississippi. Buyer has full corporate and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home has the corporate other power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and or assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to have such power or authority, or failure to be so licensed, qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect on Buyer. Buyer has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to own, lease and operate its properties and to engage in the business and activities now conducted by it, except where the failure to be so licensed or qualified have such licenses, franchises, permits and other governmental authorizations would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeBuyer. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeBuyer, Home Seller or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, propertiesoperations, assets, liabilities, results of operations operations, or condition (financial condition or otherwise) of such party and its Subsidiaries Subsidiaries, taken individually or as a whole whole, or (ii) the ability of such party to timely perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that, that with respect to this clause (i), Material Adverse Effect the following shall not be deemed to include the impact have or contribute to, or be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect: any change, state of facts, circumstances or event caused by or resulting from (A) changes, after the date hereof, in U.S. prevailing interest rates, currency exchange rates or other economic or monetary conditions in the United States or elsewhere, (B) changes, after the date hereof, in United States or foreign securities markets, including changes in price levels or trading volumes, (C) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to Buyer or Seller or their respective Subsidiaries, as the case may be, (D) changes, after the date hereof, in generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsrequirements applicable to banks and their holding companies generally, (BE) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by any Governmental Entities (as defined in Section 3.4)Entity, (CF) changes, after the date hereof, in global, national actions of Buyer or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt marketsSeller, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesapplicable, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation or required hereunder or actions not taken by Buyer or Seller, as applicable, to the extent such action is prohibited by this Agreement without the prior written consent of the other party, which consent has not been given, (G) the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyhereby or the announcement hereof or thereof, (EH) any outbreak or escalation of major hostilities or any act of terrorism within the United States or directed against its facilities or citizens wherever located or any changes in global, national or regional political conditions, (I) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projectionsprojections or internal financial forecasts, it being understood that the but not including any underlying causes for such decline thereof, or failure may be taken into account in determining whether there has been a Material Adverse Effect(J) solely as to Buyer, (F) changes in the value trading price of the securities or loan portfolioBuyer Common Stock, or changes in the value and of the deposits or borrowingsitself, of such party or its Subsidiariesbut not including any underlying causes thereof; provided, resulting from a change in interest rates generallyfurther, exceptthat, with respect as to subclauses clauses (A), (B), (C), (D), and (E), such change, state of facts, circumstances or (F) to the extent that the effects of such change are materially disproportionately adverse to the businessevent does not have a disproportionate effect on Buyer or Seller, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a wholeapplicable, as compared to other companies in the industry in which such party financial institutions and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascadetheir holding companies.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware, and is a bank savings and loan holding company duly registered under within the Bank Holding Company meaning of the Home Owners’ Loan Act of 1956, as amended 1933 (the “BHC ActHOLA”) and is duly registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Home The Company has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeParent, Home the Company or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations Laws of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly required by this Agreement or that are taken (excluding the obligations with respect to the prior written consent Company and its Subsidiaries operating in the ordinary course of the other party business) in contemplation of the transactions contemplated herebyhereby (it being understood that, for purposes of Section 3.3(b) and Section 7.2(a) (to the extent relating to Section 3.3(b)), the exceptions set forth in this clause (D) shall not apply in determining whether a Material Adverse Effect has occurred), (E) a decline decline, in and of itself, in the trading price of a partythe Company’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for cause of such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, Effect has occurred) or (F) changes the reasonable and customary expenses incurred by the Company or the Parent Entities in negotiating, documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses subclause (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party or any Subsidiary of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect shall have the meaning ascribed to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesit in Section 10(a)(1)(G) of HOLA. True and complete copies of the articles amended and restated certificate of incorporation of Home the Company (the “Home ArticlesCompany Certificate”) and the amended and restated bylaws of Home the Company (the “Home Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home the Company to CascadeParent, and the Company is not in violation of its organizational or governing documents, including the Company Certificate and Company Bylaws.

Corporate Organization. (a) Home Radian is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)Delaware. Home Radian has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeRadian. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeMGIC, Home Radian or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of effects resulting from (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements), (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting mortgage insurance companies generally, except to the financial services industry generally and not specifically relating to extent that any such party changes have a materially disproportionate adverse effect on such party, or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly permitted or required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Amended and Restated Certificate of incorporation Incorporation of Home Radian (the “Home ArticlesRadian Certificate”) and the bylaws Bylaws of Home (the “Home Bylaws”)Radian, as in effect as of the date of this Agreement, have previously been made available by Home Radian to CascadeMGIC.

Corporate Organization. (a) Home MidSouth is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Louisiana and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home MidSouth has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home MidSouth is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeMidSouth. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeMidSouth, Home any event, circumstance, development, change or effect that, individually or in the Surviving Company, as the case may beaggregate, (i) has a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of such party MidSouth and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party MidSouth and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism), (D) or changes, after the date hereof, in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party MidSouth or its Subsidiaries, (DE) public failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (F) disclosure or (other than, for the avoidance of doubt, in the case of the representations set forth in Sections 3.3(b), 3.4 and 3.11(k), and for purposes of the related condition set forth in Section 7.2(a)) consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (EG) a decline in actions or omissions taken pursuant to the trading price written consent of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; except, with respect to subclauses (A), (B), (C) or (D), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party MidSouth and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party MidSouth and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is would be reasonably likely to result in the loss of any material amount of loss share coverage from the FDICprevent or materially impair, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party MidSouth to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles Amended and Restated Articles of incorporation Incorporation of Home MidSouth (the “Home MidSouth Articles”) and the bylaws Amended and Restated Bylaws of Home MidSouth (the “Home MidSouth Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home MidSouth to Cascade▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Corporate Organization. (a) Home PEB is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandCalifornia, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home PEB has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home PEB is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomePEB. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeBayCom, Home or the Surviving CompanyPEB, as the case may be, (i) a material adverse effect on (i) the business, propertiesassets, financial condition, or results of operations or financial condition of such party and its Subsidiaries taken as a whole whole; (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. United States generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesgenerally, (D) public disclosure of the transactions contemplated hereby or actions or inactions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) expenses reasonably incurred by a party in connection with this Agreement or the consummation of the transactions contemplated hereby or (F) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party or its banking Subsidiary to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home PEB (the “Home PEB Articles”) and the bylaws of Home PEB (the “Home PEB Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home PEB to CascadeBayCom.

Corporate Organization. (a) Home The Company is a corporation chartered commercial bank duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding New Jersey. The Company Act of 1956, as amended (the “BHC Act”). Home has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Company. As used in this Agreementherein, the term “Material Adverse Effect” means, with respect to Cascade, Home Parent or the Surviving Company, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, hereby or (E) a decline the reasonable, customary and documented third party expenses incurred by either party in negotiating, documenting, effecting and consummating the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), ) and (C), or (F) to the extent that the effects of such change are materially changes disproportionately adverse to affect the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), ) or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreementherein, the word “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which is consolidated with (x) such party for financial reporting purposes. True and complete copies first person directly or indirectly owns or controls at least a majority of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as securities or other interests having by their terms ordinary voting power to elect a majority of the date board of this Agreementdirectors or others performing similar functions or (y) such first person is or directly or indirectly has the power to appoint a general partner, have previously been made available by Home to Cascademanager or managing member or others performing similar functions.

Corporate Organization. (a) Home The Orchard is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”)New York. Home The Orchard has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Homethe Orchard. As used in this Agreement, the term “Material Adverse Effect” “ means, with respect to CascadeDMGI, Home the Orchard or the Surviving CompanyCorporation, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), “Material Adverse Effect Effect” shall not be deemed to include the impact of effects resulting from (A) changes, after the date hereofExecution Date, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements“), (B) changes, after the date hereofExecution Date, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereofExecution Date, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equityconditions generally affecting companies engaged in the music aggregation, credit and debt marketsmusic distribution or music business in general, as well as except to the extent that any such changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to have a materially disproportionate adverse effect on such party party, or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly permitted or required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. True and complete copies of the Certificate of Incorporation of the Orchard and the Bylaws of the Orchard, as in effect as of the Execution Date, have previously been made available by the Orchard to DMGI. (b) Each Orchard Subsidiary (“Orchard Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on the Orchard and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. True and correct copies of the Certificate of Incorporation and the bylaws of each Orchard Subsidiary, as in effect as of the Execution Date, have previously been made available by the Orchard to DMGI. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.

Corporate Organization. (a) Home TriSummit is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandTennessee, and is a bank or financial holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home TriSummit has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home TriSummit is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeTriSummit. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeHomeTrust, Home TriSummit or the Surviving Company, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. United States generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesgenerally, (D) public disclosure of the transactions contemplated hereby or actions or inactions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (E) a decline in the trading price of a party’s common stock or the failure, in and of itself, of a party to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party or its financial institution Subsidiary to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles charter of incorporation of Home TriSummit (the “Home ArticlesTriSummit Charter”) and the bylaws of Home TriSummit (the “Home TriSummit Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home TriSummit to CascadeHomeTrust.

Corporate Organization. (a) Home The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and is a bank holding company duly registered under the Bank Holding California. The Company Act of 1956, as amended (the “BHC Act”). Home has the corporate power and corporate authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect on HomeEffect. As used in this Agreement, the term “Company Material Adverse Effect” means, with respect to Cascade, Home means any change or the Surviving Company, as the case may be, effect that is (i) a material materially adverse effect on to the business, operations, assets, properties, results of operations or financial condition of such party the Company and its Subsidiaries taken as a whole or (ii) prevents the Company from consummating the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Company Material Adverse Effect has occurred, there shall not be deemed excluded any effect on the Company or its Subsidiaries relating to include the impact of or arising in connection with (A) changesthe negotiation (including activities relating to due diligence), execution, delivery or public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken in compliance herewith (exclusive, however, of the actions required to be taken by Section 7.1 hereof) or otherwise with the consent of the other party hereto, including the impact thereof on the relationships of the Company or any of its Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom the Company or any of its Subsidiaries has any relationship and including any litigation brought by any shareholder of the Company solely as a result of the transactions contemplated hereby, (B) any event, occurrence, circumstance or trend, including a diminution in value, related to the Company, any of its Subsidiaries or any of their respective businesses, properties, assets, results of operations or financial condition that, to the Knowledge of Parent, exists as of the date hereof, (C) any fact, circumstance or condition disclosed in the Company Disclosure Schedule to the extent such change, effect or circumstance is specifically set forth in the Company Disclosure Schedule or is reasonably apparent from the face of the Company Disclosure Schedule without additional information, (D) any change in the market price or trading volume of the Company’s securities, in and of itself, (E) any failure, in and of itself, by the Company to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof, (F) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules requirements applicable or regulations of general applicability potentially applicable to companies in the industries in which such party and the Company or its Subsidiaries operate, (G) changes generally affecting the industries in which the Company or interpretations thereof by Governmental Entities (as defined in Section 3.4)its Subsidiaries operate, (CH) changes, after the date hereof, changes in global, national or regional political economic conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in the prevailing interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) a decline in the trading price of a party’s common stock or the failureUnited States, in and of itself, to meet earnings projections, it being understood that the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolioany region thereof, or changes in the value of the deposits any non-U.S. or borrowings, of such party global economy or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C)I) any attack on, or (F) to the extent that the effects of such change are materially disproportionately adverse to the businessby, properties, assets, liabilities, results of operations outbreak or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.escalation of

Corporate Organization. (a) Home Company is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Maryland, Massachusetts and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Company has the corporate power and authority to own own, lease or lease operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conductedconducted in all material respects. Home Company is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on HomeCompany. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeBuyer, Home Company or the Surviving CompanyCompany Bank, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be likely to have a material adverse effect on (i) the business, properties, assets, liabilities, prospects, results of operations or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirementsrequirements (and not specifically relating to or having a materially disproportionate effect on such party and its Subsidiaries), (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures, as defined herein) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4and not specifically relating to or having a materially disproportionate effect on such party and its Subsidiaries), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its SubsidiariesSubsidiaries (including any such changes arising out of the Pandemic (as defined herein) or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic) (and not specifically relating to or having a materially disproportionate effect on such party and its Subsidiaries), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 4.3(b) or 4.4) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projectionsprojections or internal financial forecasts, it being understood that the underlying causes for such decline or failure may be taken into account but not, in determining whether there has been a Material Adverse Effecteither case, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, except, with respect to subclauses (A), (B), (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home (the “Home Articles”) and the bylaws of Home (the “Home Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home to Cascade.including

Corporate Organization. (a) Home Signature is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Illinois and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Signature has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Signature is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeSignature. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeEsquire, Home Signature or the Surviving CompanyEntity, as the case may be, (i) any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health events, (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers, vendors or employees) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (EF) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, projections or internal financial forecasts (it being understood that the underlying causes for of such decline or failure may be taken into account in determining whether there has been a Material Adverse EffectEffect has occurred) or (G) the expenses incurred by Signature or Esquire in negotiating, (F) changes in documenting, effecting and consummating the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C), ) or (FD) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with subsidiary of such party for financial reporting purposesperson within the meaning ascribed to such term in Section 2(d) of the BHC Act. True and complete copies of the articles of incorporation of Home (the “Home Articles”) Signature Articles and the bylaws of Home (the “Home Signature Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Signature to CascadeEsquire.

Corporate Organization. (a) Home Anchor is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandWashington, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Home Anchor has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Home Anchor is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HomeAnchor. As used in this Agreement, the term “Material Adverse Effect” means, with respect to CascadeWashington Federal, Home Anchor or the Surviving Company, as the case may be, (i) a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. United States generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities (as defined in Section 3.4)Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesgenerally, (D) public disclosure of the transactions contemplated hereby or actions or inactions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) expenses reasonably incurred by a party in connection with this Agreement or the consummation of the transactions contemplated hereby or (F) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections, it being understood that but not, in either case, including the underlying causes for such decline or failure may be taken into account in determining whether there has been a Material Adverse Effect, (F) changes in the value of the securities or loan portfolio, or changes in the value of the deposits or borrowings, of such party or its Subsidiaries, resulting from a change in interest rates generally, thereof; except, with respect to subclauses (A), (B), or (C), or (F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) in the case of Home, any event or occurrence, including the Merger or the Bank Merger, that results in or is reasonably likely to result in the loss of any material amount of loss share coverage from the FDIC, as Receiver, under any shared-loss agreements between Home Federal Bank and the FDIC, as Receiver (each a “Shared-Loss Agreement”), or (iii) a material adverse effect on the ability of such party or its banking Subsidiary to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Home Anchor (the “Home Anchor Articles”) and the bylaws of Home Anchor (the “Home Anchor Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Home Anchor to CascadeWashington Federal.