Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Sterling nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling or any Subsidiary of Sterling is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31, 2020, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or more and were classified by Sterling as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Sterling Home nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Home or any Subsidiary of Sterling Home is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor wasthat, as of December 31September 30, 20202013, was over ninety (90) days or more delinquent in payment of principal or interestinterest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoing. Set forth in Section 3.25(a3.26(a) of the Sterling Home Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Home and its Subsidiaries that, as of December 31September 30, 20202013, had an outstanding balance of $10,000,000 or more and were classified by Sterling Home as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan thereof and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Home or any of its Subsidiaries that, as of December 31September 30, 20202013, is was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Home’s knowledge, each Loan of Sterling Home and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Home and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as would not reasonably be expected, either individually or set forth in the aggregate, to have a Material Adverse Effect on SterlingSection 3.26(g), each outstanding Loan of Sterling originated, administered and/or serviced by Home or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, servicedand/or serviced by Home or a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Home and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Home or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a6.25(a) of the Sterling Pinnacle Disclosure Schedule, neither Sterling Pinnacle nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling Pinnacle or any Subsidiary of Sterling Pinnacle is a creditor which that, as of December March 31, 20202025, had an outstanding balance of $10,000,000 5,000,000 or more and under the terms of which the obligor was, as of December March 31, 20202025, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a6.25(a) of the Sterling Pinnacle Disclosure Schedule is a true, correct and complete list of (Ai) all of the Loans of Sterling Pinnacle and its Subsidiaries that, as of December March 31, 20202025, had an outstanding balance of $10,000,000 or more 5,000,000 and were classified by Sterling Pinnacle as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (Bii) each asset of Sterling Pinnacle or any of its Subsidiaries that, as of December March 31, 20202025, is classified as “Other Real Estate Owned” and the book value thereof. Since December 31, 2022 through the date hereof, Pinnacle has not changed, in any material respect, its process or standards for the classifications referred to in the immediately preceding sentence. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingPinnacle, each Loan of Sterling and Pinnacle or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Pinnacle and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingPinnacle, each outstanding Loan of Sterling Pinnacle or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Pinnacle and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Sterling South State nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsi) (collectively, “Loans”) Loan in which Sterling South State or any Subsidiary of Sterling South State is a creditor which that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202019, over ninety (90) days or more delinquent in payment of principal or interestinterest or (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of South State or any of its Subsidiaries, or to the knowledge of South State, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.27(a) of the Sterling South State Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling South State and its Subsidiaries that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 or more 1,000,000 and were classified by Sterling South State as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling South State or any of its Subsidiaries that, as of December 31September 30, 20202019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSouth State, each Loan of Sterling and South State or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling South State and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSouth State, each outstanding Loan of Sterling South State or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling South State and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which South State or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by South State or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of South State or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South State, neither South State nor any of its Subsidiaries is now nor has it ever been since December 31, 2017 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (ai) As of the date hereof, except as set forth in Section 3.25(a) of neither the Sterling Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling the Company or any Subsidiary of Sterling the Company is a creditor which as of December 31June 30, 20202023, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31June 30, 20202023, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a2.2(o)(i) of the Sterling Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling the Company and its Subsidiaries that, as of December 31June 30, 20202023, had an outstanding balance of $10,000,000 1,000,000 or more of recorded investment and were classified by Sterling the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan Loan, and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling the Company or any of its Subsidiaries that, as of December 31June 30, 20202023, is classified as “Other Real Estate Owned” and the book value thereof. (bii) Except as would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SterlingEffect, each Loan of Sterling the Company and its Subsidiaries (iA) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiB) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iiiC) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (ciii) Except as would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SterlingEffect, each outstanding Loan of Sterling the Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (iv) There are no outstanding Loans made by the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve) of the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.

Loan Portfolio. (a) As of the date hereof, except as set forth in Sunshine Disclosure Schedule Section 3.25(a) of the Sterling Disclosure Schedule3.26(a), neither Sterling Sunshine nor any of its Subsidiaries Subsidiary is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Sunshine or any Subsidiary of Sterling Sunshine is a creditor which as of December 31June 30, 20202017, had an outstanding balance of $10,000,000 500,000 or more and under the terms of which the obligor was, as of December 31June 30, 20202017, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal shareholder of Sunshine or its Subsidiary (as such terms are defined in 12 C.F.R. Part 215). Set forth in Section 3.25(a) of the Sterling Sunshine Disclosure Schedule is Section 3.26(a) also sets forth a true, correct and complete list of (A) all of the Loans of Sterling Sunshine and its Subsidiaries Subsidiary that, as of December 31June 30, 2020, 2017 had an outstanding balance of $10,000,000 500,000 or more and were either classified by Sterling Sunshine (A) as of June 30, 2017 as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, or (B) on or after January 1, 2015 as “Loss,” in all cases together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such LoansLoans as of June 30, by category of Loan 2017. (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (Bb) Sunshine Disclosure Schedule 3.26(b) identifies each asset of Sterling Sunshine or any of its Subsidiaries that, Subsidiary that as of December 31June 30, 20202017, is was classified as other real estate owned (“Other Real Estate Owned” OREO”) and the book value thereof.thereof as of the date of this Agreement, as well as any assets classified as OREO since June 30, 2017 and any sales of OREO between June 30, 2017 and the date of this Agreement, reflecting any gain or loss with respect to any OREO sold; (bc) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSunshine, each outstanding Loan of Sterling Sunshine and its Subsidiaries Subsidiary (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Sunshine and its Subsidiaries Subsidiary as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cd) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSunshine, each outstanding Loan of Sterling or any of Sunshine and its Subsidiaries Subsidiary (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Sunshine and its Subsidiaries Subsidiary (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (e) None of the agreements pursuant to which Sunshine or its Subsidiary has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) There are no outstanding Loans made by Sunshine or its Subsidiary to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Sunshine or its Subsidiary, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither Sunshine nor its Subsidiary is now nor has it ever been since December 31, 2014, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (h) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and effect, and to Sunshine’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by Sunshine or its Subsidiary subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.26(a) of the Sterling Capital One Disclosure Schedule, neither Sterling Capital One nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling Capital One or any Subsidiary of Sterling Capital One is a creditor which that, as of December 31September 30, 20202023, had an outstanding balance of $10,000,000 100,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202023, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a4.26(a) of the Sterling Capital One Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Capital One and its Subsidiaries that, as of December 31September 30, 20202023, had an outstanding balance of $10,000,000 100,000,000 or more and were classified by Sterling Capital One as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Capital One or any of its Subsidiaries that, as of December 31September 30, 20202023, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCapital One, each Loan of Sterling and Capital One or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Capital One and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCapital One, each outstanding Loan of Sterling Capital One or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Capital One and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling TCBI Disclosure Schedule, neither Sterling TCBI nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling TCBI or any Subsidiary of Sterling TCBI is a creditor which that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 5,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202019, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling TCBI Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling TCBI and its Subsidiaries that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 or more 5,000,000 and were classified by Sterling TCBI as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling TCBI or any of its Subsidiaries that, as of December 31September 30, 20202019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCBI, each Loan of Sterling and TCBI or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling TCBI and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCBI, each outstanding Loan of Sterling TCBI or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling TCBI and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a5.25(a) of the Sterling CBC Disclosure Schedule, neither Sterling CBC nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling CBC or any Subsidiary of Sterling CBC is a creditor which as of December 31, 20202023, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31, 20202023, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a5.25(a) of the Sterling CBC Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling CBC and its Subsidiaries that, as of December 31, 20202023, had an outstanding balance of $10,000,000 500,000 or more and were classified by Sterling CBC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling CBC or any of its Subsidiaries that, as of December 31, 20202023, is classified as “Other Real Estate Owned” OREO and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCBC, each Loan of Sterling CBC and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling CBC and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCBC, each outstanding Loan of Sterling CBC or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling CBC and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Boston Private Disclosure Schedule, neither Sterling Boston Private nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Boston Private or any Subsidiary of Sterling Boston Private is a creditor which that, as of December 31September 30, 2020, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 2020, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling Boston Private Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Boston Private and its Subsidiaries that, as of December 31September 30, 2020, 2020 (x) had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Boston Private as “Watch List” or words of similar import, (y) had an outstanding balance of $500,000 or more and were classified by Boston Private as “Special Mention,” “Other Loans Specially Mentioned,” “Special Mention,Criticized” or words of similar import and (z) were classified by Boston Private as “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch ListTroubled Debt Restructuring” or words of similar import, in each case, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of all such Loans by category (provided, that, in determining the aggregate principal amount of all such Loans by category, Loans shall be included without regard to the outstanding balance amounts set forth in clauses (x) and (y) above), (B) all the Loans of Boston Private and its Subsidiaries that, as of September 30, 2020, had an outstanding balance of $1,000,000 or more and for which interest or principal has been deferred since January 1, 2020 and (C) each asset of Sterling Boston Private or any of its Subsidiaries that, as of December 31September 30, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingBoston Private, each Loan of Sterling and Boston Private or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to bebe (without any oral amendments or modifications thereto), (ii) to the extent carried on the books and records of Sterling Boston Private and its Subsidiaries as secured Loans, has been secured by valid restrictions, claims or Liens, as applicable, which have been perfected and perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsExceptions and (iv) is not subject to any claim as to the enforcement which been asserted in writing against Boston Private, Boston Private Bank or such Subsidiaries for which there is a reasonable possibility of an adverse determination. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingBoston Private, each outstanding Loan of Sterling Boston Private or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Boston Private and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Boston Private or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Boston Private or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Boston Private or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance in all material respects with Regulation O promulgated by the Federal Reserve Board or that are exempt therefrom. (f) Neither Boston Private, Boston Private Bank nor any of their Subsidiaries is now or has been since January 1, 2018, subject to any suspension, material fine, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans. (g) Boston Private Bank and its Subsidiaries have taken commercially reasonable steps to prepare for the cessation of publication of settings of the London Interbank Offered Rate, taking into account the size of the impacted portfolio and the expected timeframe for the cessation.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Sterling CenterState nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling CenterState or any Subsidiary of Sterling CenterState is a creditor which that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202019, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of CenterState or any of its Subsidiaries, or to the knowledge of CenterState, any affiliate of any of the foregoing. Set forth in Section 3.25(a3.26(a) of the Sterling CenterState Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling CenterState and its Subsidiaries that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 or more 1,000,000 and were classified by Sterling CenterState as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling CenterState or any of its Subsidiaries that, as of December 31September 30, 20202019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCenterState, each Loan of Sterling and CenterState or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling CenterState and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCenterState, each outstanding Loan of Sterling CenterState or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling CenterState and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which CenterState or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by CenterState or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of CenterState or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries is now nor has it ever been since December 31, 2017 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a)(i) of the Sterling Discover Disclosure ScheduleSchedule sets forth (i) the aggregate outstanding principal amount, neither Sterling nor any as of its Subsidiaries is a party to any September 30, 2023, of all written or oral loanloans, loan agreementagreements, note notes or borrowing arrangement arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Discover or any Subsidiary of Sterling Discover is a creditor which as of December 31creditor, 2020other than “non-accrual” Loans (i.e., had an outstanding balance of $10,000,000 or more and Loans under the terms of which the obligor was, as of December 31September 30, 20202023, over ninety (90) days or more delinquent in payment of principal or interest) and (ii) the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover is a creditor. Set As of September 30, 2023, Discover and its Subsidiaries did not have outstanding Loans and assets classified as “Other Real Estate Owned” with an aggregate then-outstanding fully committed principal amount in excess of the amount set forth in on Section 3.25(a3.26(a)(ii) of the Sterling Discover Disclosure Schedule is a trueSchedule, correct net of specific reserves with respect to such Loans and complete list of (A) all of the Loans of Sterling and its Subsidiaries assets, that, as of December 31September 30, 20202023, had an outstanding balance of $10,000,000 or more and were classified by Sterling Discover as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity import (“Criticized Assets”). Section 3.26(a)(iii) of the borrower thereunderDiscover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, together with the aggregate principal amount and accrued and unpaid interest on such Loans2023, by category of Loan (e.g., commercialstudent, consumerpersonal, home, etc.), together with the aggregate principal amount of such Loans by category and the amount of specific reserves with respect to each such category of Loans and (B) each asset of Sterling Discover or any of its Subsidiaries that, as of December 31September 30, 20202023, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingDiscover, each Loan of Sterling and Discover or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Discover and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingDiscover, each outstanding Loan of Sterling Discover or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Discover and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.25(a) of the Sterling IBTX Disclosure Schedule, neither Sterling IBTX nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling IBTX or any Subsidiary of Sterling IBTX is a creditor which that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 5,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202019, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a4.25(a) of the Sterling IBTX Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling IBTX and its Subsidiaries that, as of December 31September 30, 20202019, had an outstanding balance of $10,000,000 or more 5,000,000 and were classified by Sterling IBTX as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling IBTX or any of its Subsidiaries that, as of December 31September 30, 20202019, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingIBTX, each Loan of Sterling and IBTX or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling IBTX and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingIBTX, each outstanding Loan of Sterling IBTX or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling IBTX and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling MOFG Disclosure Schedule, neither Sterling MOFG nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling MOFG or any Subsidiary of Sterling MOFG is a creditor which that, as of December 31September 30, 20202025, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 2020, 2025 over ninety (90) 90 days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling MOFG Disclosure Schedule is a true, correct and complete list of (Ai) all of the Loans of Sterling MOFG and its Subsidiaries that, as of December 31September 30, 20202025, had an outstanding balance of $10,000,000 or more and were classified by Sterling MOFG as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category category, and (Bii) each asset of Sterling MOFG or any of its Subsidiaries that, as of December 31September 30, 20202025, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingMOFG, each Loan of Sterling and MOFG or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling MOFG and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) to MOFG’s knowledge, is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingMOFG, each outstanding Loan of Sterling MOFG or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling MOFG and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which MOFG or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by MOFG or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of MOFG or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on MOFG, neither MOFG nor any of its Subsidiaries is now nor has it ever been since December 31, 2022 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty, to MOFG’s knowledge, is in full force and effect, and will remain in full force and effect following the Effective Time, in each case, without any further action by MOFG or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Susquehanna Disclosure Schedule, neither Sterling Susquehanna nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Susquehanna or any Subsidiary of Sterling Susquehanna is a creditor which as of December 31September 30, 20202014, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202014, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal shareholder of Susquehanna or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling Susquehanna Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Susquehanna and its Subsidiaries that, as of December 31September 30, 2020, 2014 had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Susquehanna as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSusquehanna, each outstanding Loan of Sterling Susquehanna and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Susquehanna and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingSusquehanna, each outstanding Loan of Sterling or any of Susquehanna and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Susquehanna and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Susquehanna or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Susquehanna or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Susquehanna or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Susquehanna nor any of its Subsidiaries is now nor has it ever been since December 31, 2011, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereofof this Agreement, except as set forth in NCC Disclosure Schedule Section 3.25(a) of the Sterling Disclosure Schedule3.26(a), neither Sterling NCC nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling NCC or any Subsidiary of Sterling its Subsidiaries is a creditor which as of December 31September 30, 20202018, had an outstanding balance of $10,000,000 500,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202018, over ninety (90) days or more delinquent in payment of principal or interestinterest and has not yet been charged-off, or (ii) Loans with any director, executive officer or principal stockholder of NCC or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Section 3.25(a) of the Sterling NCC Disclosure Schedule is Section 3.26(a) also sets forth a true, correct and complete list of (A) all of the Loans of Sterling NCC and its Subsidiaries that, as of December 31September 30, 2020, 2018 had an outstanding balance of $10,000,000 500,000 or more and were classified by Sterling NCC (A) as of September 30, 2018 as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, or (B) on or after January 1, 2016 as “Loss” in all cases together with the aggregate principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such LoansLoans as of September 30, by category of Loan 2018. (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (Bb) NCC Disclosure Schedule Section 3.26(b) identifies each asset of Sterling NCC or any of its Subsidiaries that, that as of December 31September 30, 20202018, is was classified as other real estate owned (“Other Real Estate Owned” OREO”) and the book value thereof, as well as any assets classified as OREO since September 30, 2018, and any sales of OREO between September 30, 2018 and the date of this Agreement, reflecting any gain or loss with respect to any OREO sold. (bc) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingNCC, each outstanding Loan of Sterling NCC and each of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling NCC and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cd) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingNCC, each outstanding Loan of Sterling or any NCC and each of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling NCC and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (e) Except as set forth in NCC Disclosure Schedule Section 3.26(e), none of the agreements pursuant to which NCC or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) There are no outstanding Loans made by NCC or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of NCC or any of its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither NCC nor any of its Subsidiaries is now nor has it ever been since December 31, 2015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (h) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and effect, and to NCC’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by NCC or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling First Foundation Disclosure Schedule, neither Sterling First Foundation nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling First Foundation or any Subsidiary of Sterling First Foundation is a creditor which that, as of December 31September 30, 20202025, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 2020, 2025 over ninety (90) 90 days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling First Foundation Disclosure Schedule is a true, correct and complete list of (Ai) all of the Loans of Sterling First Foundation and its Subsidiaries that, as of December 31September 30, 20202025, had an outstanding balance of $10,000,000 or more and were classified by Sterling First Foundation as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category category, and (Bii) each asset of Sterling First Foundation or any of its Subsidiaries that, as of December 31September 30, 20202025, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingFirst Foundation, each Loan of Sterling and First Foundation or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling First Foundation and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingFirst Foundation, each outstanding Loan of Sterling First Foundation or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling First Foundation and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which First Foundation or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) First Foundation and its Subsidiaries (including First Foundation Bank) are in material compliance with, and since December 31, 2022, have complied in all material respects with their respective servicing or, as applicable, subservicing, obligations under all contracts or agreements pursuant to which First Foundation or its Subsidiaries (including First Foundation Bank) is obligated to a Governmental Entity or any other third-party person to service and administer Loans (each a “Servicing Agreement”). Since December 31, 2022, through the date of this Agreement, neither First Foundation nor any of its Subsidiaries has received written or, to the knowledge of First Foundation, oral notice of any pending or threatened cancellation or partial termination of any Servicing Agreement. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Foundation, (i) the origination file, servicing file, records and documents (whether hard copy or electronic) for each Loan serviced by either First Foundation or its Subsidiaries (including First Foundation Bank) as of the date hereof is true and complete and (ii) there has been no servicer default, servicer termination event, portfolio trigger or other default or breach by First Foundation or its Subsidiaries (including First Foundation Bank) under any Servicing Agreement. (g) There are no outstanding Loans made by First Foundation or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of First Foundation or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (h) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Foundation, neither First Foundation nor any of its Subsidiaries is now nor has it ever been since December 31, 2022 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (i) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to First Foundation’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by First Foundation or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.25(a) of the Sterling LINK Disclosure Schedule, neither Sterling LINK nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loans with any Borrower in which Sterling LINK or any Subsidiary of Sterling LINK is a creditor which as of December 31, 20202022, had an outstanding balance plus unfunded commitments, if any Total Borrower Commitment of $10,000,000 100,000 or more and under the terms of which the obligor Borrower was, as of December 31, 20202022, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of LINK or any of its Subsidiaries, or to the knowledge of LINK, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.25(a) of the Sterling LINK Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling LINK and its Subsidiaries that, as of December 31, 20202022, had an outstanding balance of $10,000,000 or more and were classified by Sterling LINK as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling LINK or any of its Subsidiaries that, as of December 31, 20202022, is classified as “Other Real Estate Owned” and the book value thereof. (b) Section 4.25(b) of the LINK Disclosure Schedule sets forth a true, correct and complete list, as of December 31, 2022, of each Loan of LINK or any of its Subsidiaries that is structured as a Loan Participation, including with respect to each such Loan Participation, the originating lender of the related Loan, the outstanding principal balance of the related Loan, the amount of the outstanding principal balance represented by the Loan Participation and the identity of the borrower of the related Loan. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingLINK, each Loan of Sterling LINK and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling LINK and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cd) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingLINK, each outstanding Loan of Sterling LINK or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling LINK and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (e) None of the agreements pursuant to which LINK or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) There are no outstanding Loans made by LINK or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of LINK or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Since January 1, 2019, neither LINK nor any of its Subsidiaries has been subject to any fine, suspension, settlement, contract or other understanding or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.26(a) of the Sterling HRB Disclosure Schedule, neither Sterling HRB nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsi) (collectively, “Loans”) Loans in which Sterling HRB or any Subsidiary of Sterling HRB is a creditor which as of December 31, 20202015, had an outstanding balance of $10,000,000 100,000 or more and under the terms of which the obligor was, as of December 31, 20202015, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of HRB or any of its Subsidiaries, or to the knowledge of HRB, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.26(a) of the Sterling HRB Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling HRB and its Subsidiaries that, as of December 31, 20202015, had an outstanding balance of $10,000,000 100,000 or more and were classified by Sterling HRB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling HRB or any of its Subsidiaries that, as of December 31, 20202015, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect on SterlingHRB, each Loan of Sterling HRB and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling HRB and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect on SterlingHRB, each outstanding Loan of Sterling or any of HRB and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling HRB and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) Except as set forth in Section 4.26(d) of the HRB Disclosure Schedule, none of the agreements pursuant to which HRB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by HRB or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of HRB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither HRB nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Cadence Disclosure Schedule, neither Sterling Cadence nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Cadence or any Subsidiary of Sterling Cadence is a creditor which as of December August 31, 2020, 2025 had an outstanding balance of $10,000,000 5,000,000 or more and under the terms of which the obligor was, as of December August 31, 20202025, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) “extensions of credit” to any “executive officer” or other “insider” of Cadence or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth Each “extension of credit” to any such “executive officer” or other “insider” of Cadence or any of its Subsidiaries is subject to and was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling Cadence Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Cadence and its Subsidiaries that, as of December August 31, 20202025, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Cadence as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan Loan, and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCadence, each outstanding Loan of Sterling and Cadence or its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Cadence and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCadence, each outstanding Loan of Sterling Cadence or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Cadence and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Cadence or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (e) Neither Cadence nor any of its Subsidiaries is now, nor has it ever been since January 1, 2023, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling MainSource Disclosure Schedule, neither Sterling MainSource nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling MainSource or any Subsidiary of Sterling MainSource is a creditor which as of December 31June 30, 20202017, had an outstanding balance of $10,000,000 250,000 or more and under the terms of which the obligor was, as of December 31June 30, 20202017, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling MainSource Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling MainSource and its Subsidiaries that, as of December 31June 30, 20202017, had an outstanding balance of $10,000,000 or more and were classified by Sterling MainSource as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling MainSource or any of its Subsidiaries that, as of December 31June 30, 20202017, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect on SterlingMainSource, each Loan of Sterling MainSource and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling MainSource and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect on SterlingMainSource, each outstanding Loan of Sterling or any of MainSource and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling MainSource and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) Except as set forth in Section 3.26(d) of the MainSource Disclosure Schedule, none of the agreements pursuant to which MainSource or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by MainSource or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of MainSource or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither MainSource nor any of its Subsidiaries is now nor has it ever been since December 31, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling FirstMerit Disclosure Schedule, neither Sterling FirstMerit nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling FirstMerit or any Subsidiary of Sterling FirstMerit is a creditor which as of December 31September 30, 2020, 2015 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202015, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal shareholder of FirstMerit or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling FirstMerit Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling FirstMerit and its Subsidiaries that, as of December 31September 30, 20202015, had an outstanding balance of $10,000,000 or more and were classified by Sterling FirstMerit as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingFirstMerit, each outstanding Loan of Sterling FirstMerit and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling FirstMerit and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingFirstMerit, each outstanding Loan of Sterling or any of FirstMerit and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling FirstMerit and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which FirstMerit or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults). (e) There are no outstanding Loans made by FirstMerit or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of FirstMerit or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither FirstMerit nor any of its Subsidiaries is now, nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Company Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Company or any Company Subsidiary of Sterling is a creditor which which, as of December 31September 30, 20202014, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202014, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder of Company or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Company and its Subsidiaries that, as of December 31September 30, 20202014, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Company and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling or any of Company and its Subsidiaries (including Loans held for resale to investors) was has been solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting and servicing standards of Sterling Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. Every Company Subsidiary that services any mortgage Loans complies with the “small servicer” exemption set forth in the regulations of the Bureau of Consumer Financial Protection, 12 C.F.R. § 1026.41(e)(4). (d) Neither Company nor any of its Subsidiaries is bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans have been sold that contains any obligation of Company or any of its Subsidiaries to repurchase such Loans or interests therein. Section 3.25(d) of the Company Disclosure Schedule sets forth a true and correct report regarding the current status of (i) repurchase requests received by Company or any of its Subsidiaries to repurchase any Loan or interests therein, and (ii) Company’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein. (e) There are no outstanding Loans made by Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Company nor any of its Subsidiaries is now nor has it ever been since January 1, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Company Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Company or any Company Subsidiary of Sterling is a creditor which which, as of December March 31, 20202016, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December March 31, 20202016, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal stockholder of Company or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Company and its Subsidiaries that, as of December March 31, 20202016, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofsuch date. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Company and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling or any of Company and its Subsidiaries (including Loans held for resale to investors) was has been solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting and servicing standards of Sterling Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. Every Company Subsidiary that services any mortgage Loans complies with the “small servicer” exemption set forth in the regulations of the Bureau of Consumer Financial Protection, 12 C.F.R. § 1026.41(e)(4). (d) Neither Company nor any of its Subsidiaries is bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans have been sold that contains any obligation of Company or any of its Subsidiaries to repurchase such Loans or interests therein. Section 3.25(d) of the Company Disclosure Schedule sets forth a true and correct report regarding the current status of (i) repurchase requests received by Company or any of its Subsidiaries to repurchase any Loan or interests therein, and (ii) Company’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein. (e) There are no outstanding Loans made by Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Company nor any of its Subsidiaries is now nor has it ever been since January 1, 2013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As The allowance for loan and lease losses as reflected in the Company Reports, and as of each quarter ended after December 31, 2018, was in the reasonable opinion of the date hereofCompany’s management (i) adequate to meet all reasonably anticipated loan and lease losses, except net of recoveries related to loans previously charged off as set forth of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in Section 3.25(aconformance with recommendations and comments in reports of examination in all material respects. (b) of Except as would not reasonably be expected to have, either individually or in the Sterling Disclosure Scheduleaggregate, neither Sterling nor any of its Subsidiaries is a party to any written or oral Material Adverse Effect on the Company, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) of the Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in which Sterling or any Subsidiary of Sterling is a creditor which accordance with its terms, subject to the Enforceability Exceptions. No Loan that has as of December 31, 2020, had the date hereof an outstanding balance of $10,000,000 1,000,000 or more and under the terms that (A) was not over 90 days or more delinquent in payment of which the obligor was, principal or interest as of December 31September 30, 20202019, is as of the date hereof over ninety (90) 90 days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a, or (B) of the Sterling Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or more and were was not classified by Sterling the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity as of September 30, 2019, is as of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptionsdate hereof so classified. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterlingthe Company, each outstanding Loan of Sterling or any of the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities). (e) There are no outstanding Loans made by the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither the Company nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2017, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Anchor Disclosure Schedule, neither Sterling Anchor nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Anchor or any Subsidiary of Sterling Anchor is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor waswhich, as of December 31, 20202016, was over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Anchor or any of its Subsidiaries, or to the knowledge of Anchor, any affiliate of any of the foregoing. Set forth in Section 3.25(a3.26(a) of the Sterling Anchor Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Anchor and its Subsidiaries that, as of December 31, 20202016, had an outstanding balance of $10,000,000 or more and were classified by Sterling Anchor as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Anchor or any of its Subsidiaries that, as of December 31, 20202016, is was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Anchor’s knowledge, each Loan of Sterling Anchor and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Anchor and its Subsidiaries as a secured LoansLoan, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Each outstanding Loan of Sterling originated, administered and/or serviced by Anchor or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andand/or serviced, where applicable, servicedby Anchor or an Anchor Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Anchor and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Anchor or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.26(d) of the Anchor Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years. (e) None of the agreements pursuant to which Anchor or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan after the expiration of six months from the date of sale. (f) There are no outstanding Loans made by Anchor or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Anchor or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither Anchor nor any of its Subsidiaries is now nor has it been since June 30, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.21(a) of the Sterling Buyer Disclosure Schedule, neither Sterling Buyer nor any of its Subsidiaries is a party to (i) any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling Buyer or any Subsidiary of Sterling Buyer is a creditor which as of December 31, 2020, had with an outstanding balance of $10,000,000 500,000 or more and under the terms of which the obligor was, was as of December 31, 2020, 2017 over ninety (90) days or more delinquent in payment of principal or interestinterest or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of Buyer or any of its Subsidiaries, or to the knowledge of Buyer, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.21(a) of the Sterling Buyer Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Buyer and its Subsidiaries that, as of December 31, 20202017, had an outstanding balance of $10,000,000 or more and were classified by Sterling Buyer as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Buyer or any of its Subsidiaries that, as of December 31, 20202017, is was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Buyer's knowledge, each Loan of Sterling Buyer and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Buyer and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException; provided, however, that Buyer makes no representation regarding the collectability of any such Loan. (c) Except as would not reasonably be expectedexpected to result in a material loss to Buyer on a consolidated basis, either individually or in the aggregateoutstanding Loans originated, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling administered and/or serviced by Buyer or any of its Subsidiaries (including Loans held for resale to investors) was solicited and were originated, and is and has been administered andand/or serviced, where applicable, servicedby Buyer or a Buyer Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Buyer and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Buyer or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements, (ii) except as set forth in Section 4.21(d) of the Buyer Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years, and (iii) the Buyer Financial Statements reflect the fair value of the mortgage servicing rights associated with such loans and any required reserve for loss exposure. (e) There are no outstanding Loans made by Buyer or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Buyer or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Buyer nor any of its Subsidiaries is now nor has it been since January 1, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Anchor Disclosure Schedule, neither Sterling Anchor nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which Sterling Anchor or any Subsidiary of Sterling Anchor is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor waswhich, as of December 31, 20202016, was over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Anchor or any of its Subsidiaries, or to the knowledge of Anchor, any affiliate of any of the foregoing. Set forth in Section 3.25(a3.26(a) of the Sterling Anchor Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Anchor and its Subsidiaries that, as of December 31, 20202016, had an outstanding balance of $10,000,000 or more and were classified by Sterling Anchor as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Anchor or any of its Subsidiaries that, as of December 31, 20202016, is was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Anchor's knowledge, each Loan of Sterling Anchor and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Anchor and its Subsidiaries as a secured LoansLoan, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Each outstanding Loan of Sterling originated, administered and/or serviced by Anchor or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andand/or serviced, where applicable, servicedby Anchor or an Anchor Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Anchor and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Anchor or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.26(d) of the Anchor Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years. (e) None of the agreements pursuant to which Anchor or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan after the expiration of six months from the date of sale. (f) There are no outstanding Loans made by Anchor or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Anchor or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither Anchor nor any of its Subsidiaries is now nor has it been since June 30, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Seller Disclosure Schedule, neither Sterling Seller nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Seller or any Subsidiary of Sterling Seller is a creditor which that as of December 31, 20202017, had an outstanding balance of $10,000,000 100,000 or more and under the terms of which the obligor was, as of December 31, 20202017, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Seller or any of its Subsidiaries, or to the knowledge of Seller, any affiliate of any of the foregoing. Set forth in Section 3.25(a3.26(a) of the Sterling Seller Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Seller and its Subsidiaries that, as of December 31, 20202017, had an outstanding balance of $10,000,000 100,000 or more and were classified by Sterling Seller as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of all such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof2017. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Each Loan of Sterling Seller and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Seller and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which that have been and remain perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions; provided, however, that it shall not be considered a breach of this representation and warranty if any Loan of less than $100,000 does not comply with the forgoing representations or if Loans in the aggregate of less than $500,000 do not comply with the forgoing representations. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Each outstanding Loan of Sterling or any of Seller and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Seller and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Seller or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein other than repurchase obligations arising upon breach of representations, warranties, covenants and other obligations of Seller or its Subsidiaries, as applicable, all of which are usual and customary in their scope and nature. (e) There are no outstanding Loans made by Seller or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Seller or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Seller nor any of its Subsidiaries is now nor has it ever been since July 1, 2015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) As to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and effect, Seller has not been notified of any possible modification or revocation of any such guaranty, and to the knowledge of Seller, such guaranty will remain in full force and effect following the Closing Date, in each case, without any further action by Seller or any of its Subsidiaries subject to the fulfillment of their obligations under the Small Business Administration Agreement that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section Schedule 3.25(a) of the Sterling Disclosure Schedule), neither Sterling Monument nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Monument or any Subsidiary of Sterling Monument is a creditor which as of December 31, 2020the end of the last full month prior to the date of this Agreement, had an outstanding balance of $10,000,000 50,000 or more and under the terms of which the obligor was, as of December 31, 2020the end of the last full month prior to the date of this Agreement, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal shareholder of Monument or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in Section Except as such disclosure may be limited by any applicable law, rule or regulation, Schedule 3.25(a) of the Sterling Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Monument and its Subsidiaries that, as of December 31, 2020, the end of the last full month prior to the date of this Agreement had an outstanding balance of $10,000,000 50,000 or more and were classified by Sterling Monument as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingMonument, each outstanding Loan of Sterling Monument and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Monument and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingMonument, each outstanding Loan of Sterling or any of Monument and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Monument and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Monument or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Monument or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Monument or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Monument nor any of its Subsidiaries is now nor has it ever been since December 31 of the Prior Year, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in on Section 3.25(a3.23(a) of the Sterling Company Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Company or any Subsidiary of Sterling Company is a creditor which as of December 31, 2020, 2020 had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31, 2020, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) “extensions of credit” to any “executive officer” or other “insider” of Company or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth Each “extension of credit” to any such “executive officer” or other “insider” of Company or any of its Subsidiaries subject to 12 C.F.R. Part 215 was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a3.23(a) of the Sterling Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Company and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport (the “Classified Loans”), together with the principal amount of and accrued and unpaid interest on each such Loan Loan, and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling and Company or its Subsidiaries (i) is evidenced by notes, lost note affidavits, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Company and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected perfected, except for security instruments which have been submitted for recording and have not been recorded, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsExceptions as they relate to or affect such obligor. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (e) Neither Company nor any of its Subsidiaries is now, nor has it ever been since December 31, 2017, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (f) Company has compiled a list of each promissory note or loan agreement for each Loan of Company and its Subsidiaries that, as of March 19, 2021, had an outstanding balance of $1,000,000 and for which the interest rate now or in the future is or will be calculated based upon one of various indices commonly known as the London Interbank Offered Rate applicable to loans denominated in U.S. dollars (“USD LIBOR”) (the “LIBOR Loans”). Company has reviewed the relevant USD LIBOR-related provisions governing each LIBOR Loan. Section 3.23(f) of Company Disclosure Schedule contains an accurate and complete list of all LIBOR Loans maturing after June 30, 2023.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Adirondack Disclosure Schedule, neither Sterling Adirondack nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any borrower (each, a “Borrower”) in which Sterling Adirondack or any Subsidiary of Sterling Adirondack is a creditor which as of December 31, 20202025, had an outstanding balance plus unfunded commitments, if any, of $10,000,000 100,000 or more and under the terms of which the obligor Borrower was, as of December 31, 20202025, over ninety (90) days or more delinquent in payment of principal or interest, (ii) Loans with any director, executive officer or 5% or greater shareholder of Adirondack or any of its Subsidiaries, or to the knowledge of Adirondack, any Affiliate of any of the foregoing or (iii) loan to a Borrower that is in a cannabis-related business or a Borrower that has a tenant in a building that acts as collateral for a loan by Adirondack Bank to a Borrower. Set forth in Section 3.25(a) of the Sterling Adirondack Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Adirondack and its Subsidiaries that, as of December 31, 20202025, had an outstanding balance of $10,000,000 or more and were classified by Sterling Adirondack as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.23(a) of the Sterling HomeTrust Disclosure Schedule, neither Sterling HomeTrust nor any of its Subsidiaries is a party to (i) any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling HomeTrust or any Subsidiary of Sterling HomeTrust is a creditor which as of December 31, 2020, had with an outstanding balance of $10,000,000 250,000 or more and under the terms of which the obligor was, was as of December August 31, 2020, 2016 over ninety (90) days or more delinquent in payment of principal or interestinterest or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of HomeTrust or any of its Subsidiaries, or to the knowledge of HomeTrust, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.23(a) of the Sterling HomeTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling HomeTrust and its Subsidiaries that, as of December August 31, 20202016, had an outstanding balance of $10,000,000 or more and were classified by Sterling HomeTrust or its Subsidiaries as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling HomeTrust or any of its Subsidiaries that, as of December August 31, 20202016, is was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo HomeTrust’s knowledge, each Loan of Sterling HomeTrust and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling HomeTrust and its Subsidiaries as a secured LoansLoan, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException. (c) Except as would not reasonably be expectedexpected to result in a material loss to HomeTrust on a consolidated basis, either individually or in the aggregateoutstanding Loans originated, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling administered and/or serviced by HomeTrust or any of its Subsidiaries (including Loans held for resale to investors) was solicited and were originated, and is and has been administered andand/or serviced, where applicable, servicedby HomeTrust or a HomeTrust Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling HomeTrust and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) Neither HomeTrust nor any of its Subsidiaries is now or has been since January 1, 2013 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Universal Disclosure Schedule, neither Sterling Universal nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which Sterling Universal or any Subsidiary of Sterling Universal is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor waswhich, as of December 31June 30, 20202017, was over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Universal or any of its Subsidiaries, or to the knowledge of Universal, any affiliate of any of the foregoing. Set forth in Section 3.25(a) of the Sterling Universal Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Universal and its Subsidiaries that, as of December 31June 30, 20202017, had an outstanding balance of $10,000,000 or more and were classified by Sterling Universal as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Universal or any of its Subsidiaries that, as of December 31June 30, 20202017, is was classified as “"Other Real Estate Owned” " and the book value thereof, and (C) each Loan classified by BloomBank as a Troubled Debt Restructuring as defined by GAAP. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Universal's knowledge, each Loan of Sterling Universal and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Universal and its Subsidiaries as a secured LoansLoan, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException; provided, however, that Universal and its Subsidiaries make no representation with respect to the collectability of any such Loan. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Each outstanding Loan of Sterling originated, administered and/or serviced by Universal or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, servicedand/or serviced by Universal or a Universal Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Universal and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Universal or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.25(d) of the Universal Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years. (e) None of the agreements pursuant to which Universal or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) There are no outstanding Loans made by Universal or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Universal or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither Universal nor any of its Subsidiaries is now nor has it been since January 1, 2014, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling IBTX Disclosure Schedule, neither Sterling IBTX nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling IBTX or any Subsidiary of Sterling IBTX is a creditor which that, as of December March 31, 20202024, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December March 31, 2020, 2024 over ninety (90) 90 days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling IBTX Disclosure Schedule is a true, correct and complete list of (Ai) all of the Loans of Sterling IBTX and its Subsidiaries that, as of December March 31, 20202024, had an outstanding balance of $10,000,000 or more 1,000,000 and were classified by Sterling IBTX as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category category, and (Bii) each asset of Sterling IBTX or any of its Subsidiaries that, as of December March 31, 20202024, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingIBTX, each Loan of Sterling and IBTX or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling IBTX and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingIBTX, each outstanding Loan of Sterling IBTX or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling IBTX and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which IBTX or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by IBTX or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of IBTX or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, neither IBTX nor any of its Subsidiaries is now nor has it ever been since December 31, 2021 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to IBTX’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by IBTX or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(aConfidential Schedule 3.26(a) of the Sterling Target Disclosure ScheduleSchedules, neither Sterling Target nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Target or any Subsidiary of Sterling Target is a creditor which as of December 31September 30, 20202016, had an outstanding balance of $10,000,000 250,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202016, over ninety (90) 90 days or more delinquent in payment of principal or interest. , or (ii) Loans with any director, executive officer or 5% or greater shareholder of Target or any of its Subsidiaries, or to the Best Knowledge of Target, any Affiliate of any of the foregoing. (b) Set forth in Section 3.25(aConfidential Schedule 3.26(b) of the Sterling Target Disclosure Schedule Schedules is a true, correct and complete list of (A) all of the Loans of Sterling Target and its Subsidiaries that, as of December 31September 30, 20202016, had an outstanding balance of $10,000,000 or more and were classified by Sterling Target as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Target or any of its Subsidiaries that, as of December 31September 30, 20202016, is classified as “Other Real Estate Owned” and the book value thereof. (bc) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Target’s Best Knowledge, each Loan of Sterling Target and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Target and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Notwithstanding the foregoing, no representation or warranty is made as to the sufficiency of collateral securing or the collectability of the Loans. (cd) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Target’s Best Knowledge, each outstanding Loan of Sterling or any of Target and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Target and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federalLaws. (e) None of the agreements pursuant to which Target or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) There are no outstanding Loans made by Target or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Target or its Subsidiaries, state other than Loans that are subject to and local lawsthat were made and continue to be in compliance with Regulation O or that are exempt therefrom. (g) Neither Target nor any of its Subsidiaries is now nor has it ever been since January 1, regulations and rules2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.21(a) of the Sterling Buyer Disclosure Schedule, neither Sterling Buyer nor any of its Subsidiaries is a party to (i) any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling Buyer or any Subsidiary of Sterling Buyer is a creditor which as of December 31, 2020, had with an outstanding balance of $10,000,000 500,000 or more and under the terms of which the obligor was, was as of December 31June 30, 2020, 2017 over ninety (90) days or more delinquent in payment of principal or interestinterest or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of Buyer or any of its Subsidiaries, or to the knowledge of Buyer, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.21(a) of the Sterling Buyer Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Buyer and its Subsidiaries that, as of December 31June 30, 20202017, had an outstanding balance of $10,000,000 or more and were classified by Sterling Buyer as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Buyer or any of its Subsidiaries that, as of December July 31, 20202017, is was classified as “"Other Real Estate Owned” " and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Buyer's knowledge, each Loan of Sterling Buyer and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Buyer and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException; provided, however, that Buyer makes no representation regarding the collectibility of any such Loan. (c) Except as would not reasonably be expectedexpected to result in a material loss to Buyer on a consolidated basis, either individually or in the aggregateoutstanding Loans originated, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling administered and/or serviced by Buyer or any of its Subsidiaries (including Loans held for resale to investors) was solicited and were originated, and is and has been administered andand/or serviced, where applicable, servicedby Buyer or a Buyer Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Buyer and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable federal, state and local laws, regulations and rules. (d) With respect to Loans serviced by Buyer or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements, (ii) except as set forth in Section 4.21(d) of the Buyer Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years, and (iii) the Buyer Financial Statements reflect the fair value of the mortgage servicing rights associated with such loans and any required reserve for loss exposure. (e) There are no outstanding Loans made by Buyer or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Buyer or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Buyer nor any of its Subsidiaries is now nor has it been since January 1, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Cadence Disclosure Schedule, neither Sterling Cadence nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Cadence or any Subsidiary of Sterling Cadence is a creditor which that, as of December 31, 2020, had an outstanding balance of $10,000,000 5,000,000 or more and under the terms of which the obligor was, as of December 31, 2020, 2020 over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling Cadence Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Cadence and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or more 5,000,000 and were classified by Sterling Cadence as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category category, and (B) each asset of Sterling Cadence or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCadence, each Loan of Sterling and Cadence or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Cadence and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCadence, each outstanding Loan of Sterling Cadence or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Cadence and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling TCF Disclosure Schedule, neither Sterling TCF nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling TCF or any Subsidiary of Sterling TCF is a creditor which as of December 31September 30, 2020, 2020 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 2020, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) “extensions of credit” to any “executive officer” or other “insider” of TCF or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth Each “extension of credit” to any such “executive officer” or other “insider” of TCF or any of its Subsidiaries is subject to and was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling TCF Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling TCF and its Subsidiaries that, as of December 31September 30, 2020, had an outstanding balance of $10,000,000 or more and were classified by Sterling TCF as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan Loan, and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCF, each outstanding Loan of Sterling and TCF or its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling TCF and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCF, each outstanding Loan of Sterling TCF or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling TCF and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which TCF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (e) Neither TCF nor any of its Subsidiaries is now, nor has it ever been since December 31, 2017, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a4.23(a) of the Sterling HomeTrust Disclosure Schedule, neither Sterling HomeTrust nor any of its Subsidiaries HomeTrust Bank is a party to (i) any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Sterling HomeTrust or any Subsidiary of Sterling HomeTrust Bank is a creditor which as of December 31, 2020, had with an outstanding balance of five hundred thousand dollars ($10,000,000 500,000) or more and under the terms of which the obligor was, as of December 31June 30, 20202022, over ninety (90) days or more delinquent in payment of principal or interestinterest or (ii) Loans with an aggregate outstanding balance of five hundred thousand dollars ($500,000) or more with any director, executive officer or 5% or greater stockholder of HomeTrust or HomeTrust Bank, or to the knowledge of HomeTrust, any affiliate of any of the foregoing. Set forth in Section 3.25(a4.23(a) of the Sterling HomeTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling HomeTrust and its Subsidiaries HomeTrust Bank that, as of December 31June 30, 20202022, had an outstanding balance of $10,000,000 or more and were classified by Sterling HomeTrust or HomeTrust Bank as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling HomeTrust or any of its Subsidiaries HomeTrust Bank that, as of December 31June 30, 20202022, is was classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Atlantic Capital Disclosure Schedule, neither Sterling Atlantic Capital nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Atlantic Capital or any Subsidiary of Sterling Atlantic Capital is a creditor which that, as of December March 31, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December March 31, 2020, 2021 over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling Atlantic Capital Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Atlantic Capital and its Subsidiaries that, as of December March 31, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Atlantic Capital as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category thereunder and (B) each asset of Sterling Atlantic Capital or any of its Subsidiaries that, as of December March 31, 20202021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingAtlantic Capital, each Loan of Sterling and Atlantic Capital or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Atlantic Capital and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingAtlantic Capital, each outstanding Loan of Sterling Atlantic Capital or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Atlantic Capital and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Atlantic Capital or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Atlantic Capital or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Atlantic Capital or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, neither Atlantic Capital nor any of its Subsidiaries is now nor has it ever been since December 31, 2018 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to Atlantic Capital’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by Atlantic Capital or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section 3.4(e) and Section 4.4(e) have been made or obtained.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Atlantic Capital Disclosure Schedule, neither Sterling Atlantic Capital nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Atlantic Capital or any Subsidiary of Sterling Atlantic Capital is a creditor which that, as of December March 31, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December March 31, 2020, 2021 over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling Atlantic Capital Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Atlantic Capital and its Subsidiaries that, as of December March 31, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Atlantic Capital as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category thereunder and (B) each asset of Sterling Atlantic Capital or any of its Subsidiaries that, as of December March 31, 20202021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingAtlantic Capital, each Loan of Sterling and Atlantic Capital or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Atlantic Capital and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingAtlantic Capital, each outstanding Loan of Sterling Atlantic Capital or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Atlantic Capital and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Atlantic Capital or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Atlantic Capital or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Atlantic Capital or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, neither Atlantic Capital nor any of its Subsidiaries is now nor has it ever been since December 31, 2018 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to Atlantic Capital’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by Atlantic Capital or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section ‎3.4(e) and Section ‎4.4(e) have been made or obtained.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.26(a) of the Sterling Company Disclosure Schedule, neither Sterling the Company nor any of its Subsidiaries Company Subsidiary is a party to any written or oral loan, loan agreement, credit facility, note or borrowing arrangement (including securities and securities-related lending arrangements and any leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling the Company or any Subsidiary of Sterling the Company is a creditor which that, as of December 31June 30, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31June 30, 2020, 2021 over ninety sixty (9060) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.26(a) of the Sterling Company Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling the Company and its the Company Subsidiaries that, as of December 31June 30, 20202021, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category thereunder and (B) each asset of Sterling the Company or any of its Subsidiaries that, as of December 31June 30, 20202021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on Sterlingthe Company, each Loan of Sterling and its Subsidiaries the Company or any Company Subsidiary (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling the Company and its the Company Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on Sterlingthe Company, each outstanding Loan of Sterling the Company or any of its Subsidiaries Company Subsidiary (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, serviced and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling the Company and its the Company Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which the Company or any Company Subsidiary has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by the Company or any Company Subsidiary to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of the Company or the Company Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither the Company nor any Company Subsidiary is now nor has it ever been since January 1, 2019 subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage, commercial or consumer Loans. (g) As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to the knowledge of the Company, will remain in full force and effect following the First Effective Time, in each case, without any further action by the Company or any of its Subsidiaries subject to the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section 3.4 and Section 4.4 have been made or obtained.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a3.24(a) of the Sterling Company Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Company or any Company Subsidiary of Sterling is a creditor which that, as of December 31, 20202021, had an outstanding balance of $10,000,000 5,000,000.00 or more and under the terms of which the obligor was, as of December 31, 20202021, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a3.24(a) of the Sterling Company Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Company and its Subsidiaries that, as of December 31, 20202021, had an outstanding balance of $10,000,000 5,000,000.00 or more and were classified by Sterling Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category ) and (B) each asset of Sterling Company or any of its Subsidiaries that, as of December 31November 30, 20202021, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedhave, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each Loan of Sterling and Company or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Company and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedhave, either individually or in the aggregate, to have a Material Adverse Effect on SterlingCompany, each outstanding Loan of Sterling Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) Section 3.24(d) of the Company Disclosure Schedule contains a complete and accurate list of all extensions of credit as of November 30, 2021, by Company Bank and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of Company Bank, and each such extension of credit is and was made in compliance in all material respects with all applicable laws. (e) Except as disclosed in Section 3.24(e) of the Company Disclosure Schedule, there are no extensions of credit by Company Bank or its Subsidiaries to any employee, officer, director (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) or other affiliate of Company Bank on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate that was below market at the time the extensions of credit were made.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) 4.22 of the Sterling Parent Disclosure ScheduleSchedules, neither Sterling Parent nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsi) (collectively, “Loans”) Loans in which Sterling Parent or any Subsidiary of Sterling Parent is a creditor which as of December 31September 30, 20202016, had an outstanding balance of $10,000,000 500,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202016, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or five percent (5%) or greater shareholder of Parent or any of its Subsidiaries, or to the Knowledge of Parent, any Affiliate of any of the foregoing. Set forth in Section 3.25(a) 4.22 of the Sterling Parent Disclosure Schedule Schedules is a true, correct and complete list of (A) all of the Loans of Sterling Parent and its Subsidiaries that, as of December 31September 30, 20202016, had an outstanding balance of $10,000,000 500,000 or more and were classified by Sterling Parent as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Parent or any of its Subsidiaries that, as of December 31September 30, 20202016, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingParent, each outstanding Loan of Sterling or any of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (c) Neither Parent nor any of its Subsidiaries has been notified to exercise its repurchase obligations under any agreement pursuant to which Parent or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans. (d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) or Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Parent nor any of its Subsidiaries is now nor has it ever been since January 1, 2013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any Loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling TCF Disclosure Schedule, neither Sterling TCF nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling TCF or any Subsidiary of Sterling TCF is a creditor which as of December 31September 30, 2020, 2020 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31September 30, 2020, over ninety (90) days or more delinquent in payment of principal or interest, or (ii) ”extensions of credit” to any “executive officer” or other “insider” of TCF or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth Each “extension of credit” to any such “executive officer” or other “insider” of TCF or any of its Subsidiaries is subject to and was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling TCF Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling TCF and its Subsidiaries that, as of December 31September 30, 2020, had an outstanding balance of $10,000,000 or more and were classified by Sterling TCF as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan Loan, and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereofdate. (b) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCF, each outstanding Loan of Sterling and TCF or its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling TCF and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTCF, each outstanding Loan of Sterling TCF or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling TCF and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which TCF or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan. (e) Neither TCF nor any of its Subsidiaries is now, nor has it ever been since December 31, 2017, subject to any material fine, suspension, settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Green Dot Disclosure Schedule, neither Sterling Green Dot nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Green Dot or any Subsidiary of Sterling Green Dot is a creditor which that, as of December 31November 21, 20202025, had an outstanding balance of $10,000,000 1,000,000 or more and under the terms of which the obligor was, as of December 31November 21, 20202025, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling Green Dot Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling Green Dot and its Subsidiaries that, as of December 31November 21, 20202025, had an outstanding balance of $10,000,000 1,000,000 or more and were classified by Sterling Green Dot as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling Green Dot or any of its Subsidiaries that, as of December 31November 21, 20202025, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingGreen Dot, each Loan of Sterling and Green Dot or any of its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Green Dot and its Subsidiaries as secured Loans, has been secured by valid Lienscharges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on SterlingGreen Dot, each outstanding Loan of Sterling Green Dot or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling Green Dot and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Company Disclosure Schedule, neither Sterling Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling Company or any Subsidiary of Sterling Company is a creditor which as of December 31September 30, 20202015, had an outstanding balance of $10,000,000 250,000 or more and under the terms of which the obligor was, as of December 31September 30, 20202015, over ninety (90) 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or principal shareholder of Company or any of its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215) or, to Company’s knowledge, any affiliate of the foregoing. Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Sterling Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Sterling Company and its Subsidiaries that, as of December 31September 30, 2020, 2015 had an outstanding balance of $10,000,000 250,000 or more and were classified by Sterling Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount Loans as of such Loans by category and date, (B) each asset all assets with a book value as of Sterling September 30, 2015 in excess of $250,000 classified by Company and its Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure; (C) all Loans (including participations) that have been accelerated by Company or any of its Subsidiaries that, as during the past twelve months and (D) all Loan commitments or lines of December 31, 2020, is classified as “Other Real Estate Owned” and credit of Company or any of its Subsidiaries that have been terminated in the book value thereofpast twelve months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower. (b) Except Section 3.25(b) of the Company Disclosure Schedule sets forth a listing, as would not reasonably be expectedof September 30, either individually 2015, by account of: (i) all written notifications to Company or any of its Subsidiaries during the past twelve months asserting any “lender liability” or similar claim or deficiencies in servicing, and (ii) all Loans, where, during the aggregatepast twelve months, the interest rate terms have been reduced and/or the maturity dates have been extended due to have a Material Adverse Effect on Sterlingconcerns regarding the borrower’s ability to pay in accordance with the terms previously in effect. (c) To Company’s knowledge, each outstanding Loan of Sterling Company and its Subsidiaries (i) is evidenced in all material respects by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling Company and its Subsidiaries as secured Loans, has been secured in all material respects by valid Liens, as applicable, which have been perfected and (iii) is in all material respects the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (cd) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SterlingTo Company’s knowledge, each outstanding Loan of Sterling or any of Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Sterling Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (e) None of the agreements pursuant to which Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (f) All Loans that have been made by Company or any of its Subsidiaries that are subject to Section 22(h) of the Federal Reserve Act, as amended, or to Regulation O of the Federal Reserve Board (12 C.F.R., Part 215) comply therewith in all material respects.