Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 2023, 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. 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, were classified by 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, 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 Discover or any of its Subsidiaries that, as of September 30, 2023, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.25(a) of the Discover IBKC Disclosure Schedule sets forth (i) the aggregate outstanding principal amountSchedule, as neither IBKC nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover IBKC or any Subsidiary of Discover IBKC is a creditorcreditor that, other than “non-accrual” Loans (i.e.as of September 30, Loans 2019, had an outstanding balance of $5,000,000 or more and under the terms of which the obligor was, as of September 30, 20232019, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) and (ii) of the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover IBKC Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of IBKC 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232019, had an outstanding balance of $5,000,000 and were classified by Discover IBKC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 category, and (B) each asset of Discover IBKC or any of its Subsidiaries that, as of September 30, 20232019, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, as Neither BBCN nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsA) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 20232015, over ninety (90) 90 days or more delinquent in payment of principal or interestinterest or, to the knowledge of BBCN, in default of any other provision, or (B) and (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater stockholder of September 30, 2023, of all “non-accrual” Loans in which Discover BBCN or any Subsidiary of Discover its Subsidiaries, or to the knowledge of BBCN, any affiliate of any of the foregoing. Set forth in Section 4.2(v) of the BBCN Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of BBCN 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232015, were classified by Discover BBCN as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of each such Loan and the identity of the Discover Disclosure Schedule sets forth borrower thereunder, (AB) a summary by category of Criticized Assets Loan (i.e., commercial real estate, commercial and industrial, consumer, other), all of the other Loans of BBCN and its Subsidiaries that, as of September 30, 20232015, by category of Loan (e.g., student, personal, home, etc.)were classified as such, 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 category, and (BC) each asset of Discover BBCN or any of its Subsidiaries that, as of September 30, 20232015, is was classified as “Other Real Estate Owned” OREO and the book value thereof, it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by BBCN or by any Governmental Entity. BBCN shall provide to WIBC, on a monthly basis, a schedule of Loans of BBCN and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of BBCN and its Subsidiaries the classification of which is changed to a lower classification or to OREO after the date of this Agreement.

Loan Portfolio. (a) Section 3.26(a)(i) As of the Discover date hereof, except as set forth on Company Disclosure Schedule sets forth 3.23(a), neither Company nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Company or any Subsidiary of Discover Company is a creditorcreditor which as of July 31, other than “non-accrual” Loans (i.e., Loans 2023 had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30July 31, 2023, over ninety sixty (9060) days or more delinquent in payment of principal or interest) and , or (ii) the aggregate outstanding principal amount, as “extensions of September 30, 2023, credit” to any “executive officer” or other “insider” of all “non-accrual” Loans in which Discover Company or any Subsidiary of Discover its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). 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 or is exempt therefrom. Except as such disclosure may be limited by any applicable law, rule or regulation, Company Disclosure Schedule 3.23(a) sets forth a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of Company 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30July 31, 2023, 2023 had an outstanding balance of $1,000,000 or more and were classified by Discover 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 (the “Criticized AssetsCompany Classified Loans”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.), together with the principal amount of and accrued and unpaid interest on each such Loan, and the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount as of specific reserves with respect to each such category of Loans date and (B) each asset of Discover Company or any of its Subsidiaries that, as of September 30July 31, 2023, is had a carrying value of $250,000 or more and was classified as “Other Real Estate Owned” and the book carrying value thereof.

Loan Portfolio. (ai) Except as set forth in Section 3.26(a)(i4.1(v)(i) of the Discover WIBC Disclosure Schedule sets forth (i) the aggregate outstanding principal amountSchedule, as neither WIBC nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsA) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 20232015, over ninety (90) 90 days or more delinquent in payment of principal or interestinterest or, to the knowledge of WIBC, in default of any other provision, or (B) and (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater stockholder of September 30, 2023, of all “non-accrual” Loans in which Discover WIBC or any Subsidiary of Discover its Subsidiaries, or to the knowledge of WIBC, any affiliate of any of the foregoing. Set forth in Section 4.1(v)(i) of the WIBC Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of WIBC 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232015, were classified by Discover WIBC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of each such Loan and the identity of the Discover Disclosure Schedule sets forth borrower thereunder, (AB) a summary by category of Criticized Assets Loan (i.e., commercial real estate, commercial and industrial, consumer, other), all of the other Loans of WIBC and its Subsidiaries that, as of September 30, 20232015, by category of Loan (e.g., student, personal, home, etc.)were classified as such, 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 category, and (BC) each asset of Discover WIBC or any of its Subsidiaries that, as of September 30, 20232015, is was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof; it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by WIBC or by any Governmental Entity. WIBC shall provide to BBCN, on a monthly basis, a schedule of Loans of WIBC and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of WIBC and its Subsidiaries the classification of which is changed to a lower classification or to OREO after the date of this Agreement.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.26(a) of the Discover CIT Disclosure Schedule sets forth (i) the aggregate outstanding principal amountSchedule, as neither CIT nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover CIT or any Subsidiary of Discover CIT is a creditorcreditor that, other than “non-accrual” Loans (i.e.as of June 30, Loans 2020, had an outstanding balance of $25,000,000 or more and under the terms of which the obligor was, as of September June 30, 20232020, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.26(a) and (ii) of the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover CIT Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all the Loans of CIT 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September June 30, 20232020, had an outstanding balance of $25,000,000 and were classified by Discover CIT as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Troubled Debt Restructuring,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 Discover CIT or any of its Subsidiaries that, as of September June 30, 20232020, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.27(a) of the Discover HopFed Disclosure Schedule sets forth (i) the aggregate outstanding principal amountSchedule, as neither HopFed nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsassets or any other extension of credit) (collectively, “Loans”) in which Discover HopFed or any Subsidiary of Discover HopFed is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e.2018, Loans had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20232018, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.27(a) and (ii) of the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover HopFed Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of HopFed 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232018, were classified by Discover HopFed as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 Discover HopFed or any of its Subsidiaries that, as of September 30, 20232018, is classified as “Other Real Estate Owned” (“OREO”) and the book value thereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.27(a) of the Discover Flagstar Disclosure Schedule sets forth Schedule, neither Flagstar nor any of the Flagstar Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes credit facility, note or borrowing arrangements arrangement (including leases, equipment finance facilities, tax-exempt loan facilities, mortgage notes, warehouse lines of credit, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Flagstar or any Subsidiary of Discover the Flagstar Subsidiaries is a creditorcreditor that, other than “non-accrual” Loans (i.e.as of March 31, Loans 2021, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30March 31, 20232021, over ninety (90) days or more delinquent in payment of principal or interest) and , or (ii) the aggregate outstanding principal amount, as “extensions of September 30, 2023, credit” to any “executive officer” or other “insider” of all “non-accrual” Loans in which Discover Flagstar or any Subsidiary of Discover is a creditor. 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 on Flagstar Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Since January 1, 2018, each “extension of credit” to any such “executive officer” or other “insider” of Flagstar or any of the Flagstar Subsidiaries has complied with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Flagstar and the Flagstar Subsidiaries have not originated any Loan under the PPP to any such “executive officer” or other “insider” of Flagstar or any of the Flagstar Subsidiaries in violation of applicable law. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a)(ii3.27(a) of the Discover Flagstar Disclosure Schedule, net Schedule sets forth a true and complete list of specific reserves with respect to such (A) all the Loans of Flagstar and assets, the Flagstar Subsidiaries that, as of September 30March 31, 20232021, had an outstanding balance of $1,000,000 or more and were classified by Discover Flagstar as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import import, together with (“Criticized Assets”). Section 3.26(a)(iii1) the principal amount of and accrued and unpaid interest on each such Loan as of March 31, 2021, (2) the identity of the Discover Disclosure Schedule sets forth borrower thereunder and (A3) a summary the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personalconsumer, hometax-exempt, mortgage, etc.)) as of March 31, 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 2021 and (B) each asset of Discover Flagstar or any of its the Flagstar Subsidiaries that, as of September 30March 31, 20232021, is had a carrying value on the unaudited consolidated balance sheet of Flagstar of $250,000 or more and was classified as “Other Real Estate Owned” and the book carrying value thereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.26(a) of the Discover Xxxxxx Valley Disclosure Schedule sets forth Schedule, neither Xxxxxx Valley nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Xxxxxx Valley or any Subsidiary of Discover Xxxxxx Valley is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e.2014, Loans had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20232014, over ninety (90) 90 days or more delinquent in payment of principal or interest) and , or (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater stockholder of September 30, 2023, of all “non-accrual” Loans in which Discover Xxxxxx Valley or any Subsidiary of Discover its Subsidiaries, or to the knowledge of Xxxxxx Valley, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Xxxxxx Valley Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of Xxxxxx Valley 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232014, were classified by Discover Xxxxxx Valley as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 Discover Xxxxxx Valley or any of its Subsidiaries that, as of September 30, 20232014, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.25(a) of the Discover Susquehanna Disclosure Schedule sets forth Schedule, neither Susquehanna nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Susquehanna or any Subsidiary of Discover Susquehanna is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e.2014, Loans had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 20232014, over ninety (90) 90 days or more delinquent in payment of principal or interest) and , 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). Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the aggregate outstanding principal amountSusquehanna Disclosure Schedule sets forth a true, as of September 30, 2023, correct and complete list of all “non-accrual” of the Loans in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover Susquehanna 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, 2014 had an outstanding balance of $1,000,000 or more and were classified by Discover 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.)import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans and (B) each asset of Discover or any of its Subsidiaries that, as of September 30, 2023, is classified as “Other Real Estate Owned” and the book value thereofsuch date.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, as Neither Center Financial nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assetsA) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e.any Covered Loans, Loans under the terms of which the obligor was, as of September 30, 20232010, over ninety (90) 90 days or more delinquent in payment of principal or interestinterest or, to the knowledge of Center Financial, in default of any other provision, or (B) and (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater stockholder of September 30, 2023, of all “non-accrual” Loans in which Discover Center Financial or any Subsidiary of Discover its Subsidiaries, or to the knowledge of Center Financial, any affiliate of any of the foregoing. Set forth in Section 3.1(t)(i) of the Center Financial Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of Center Financial 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232010, were classified by Discover Center Financial as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth borrower thereunder, (AB) a summary by category of Criticized Assets Loan (i.e., commercial real estate, commercial and industrial, consumer, other), all of the other Loans of Center Financial and its Subsidiaries that, as of September 30, 20232010, by category of Loan (e.g., student, personal, home, etc.)were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans category, and (BC) each asset of Discover Center Financial or any of its Subsidiaries that, as of September 30, 20232010, is was classified as “Other Real Estate Owned” (“OREO”) and the book value thereofthereof (other than any Covered OREOs); it being understood and agreed that the Loans referenced in clauses (A) and (B) of this sentence include any Loans so classified by Center Financial or by any Governmental Entity, but shall not include any Covered Loans (as to which Section 3.1(t)(ii) shall apply). Center Financial shall provide to Nara, on a monthly basis, (1) a schedule of Loans of Center Financial and its Subsidiaries that become classified in the manner described in the previous sentence, or any Loan of Center Financial and its Subsidiaries the classification of which is changed to a lower classification or to OREO, and (2) a schedule of Loans of Center Financial and its Subsidiaries in which the obligor is delinquent in payment by 30 days or more, in each case after the date of this Agreement.

Loan Portfolio. (a) Section 3.26(a)(i) of Except as would not have, either individually or in the Discover Disclosure Schedule sets forth (i) aggregate, a Material Adverse Effect on the aggregate outstanding principal amountCompany, as of September 30, 2023, of all written or oral loanseach loan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in 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 Discover or any Subsidiary have been perfected (iii) is the legal, valid and binding obligation of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor wasnamed therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions, and (iv) has been made in the ordinary course of business, consistent with past practice, and in accordance with Company Bank’s credit policies and procedures. No Loan that has as of September the date hereof an outstanding balance of $1,000,000 or more and that (A) was not over ninety (90) days or more delinquent in payment of principal or interest as of June 30, 2023, is as of the date hereof over ninety (90) days or more delinquent in payment of principal or interest, or (B) 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. As of September 30, 2023, Discover and its Subsidiaries did was 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, were classified by Discover 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, 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 Discover or any of its Subsidiaries thatimport, as of September June 30, 2023, is classified as “Other Real Estate Owned” and of the book value thereofdate hereof so classified.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.25(a) of the Discover SunTrust Disclosure Schedule sets forth (i) the aggregate outstanding principal amountSchedule, as neither SunTrust nor any of September 30, 2023, of all its Subsidiaries is a party to any written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover SunTrust or any Subsidiary of Discover SunTrust is a creditorcreditor that, other than “non-accrual” Loans (i.e.as of September 30, Loans 2018, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 20232018, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) and (ii) of the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover SunTrust Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of SunTrust 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232018, had an outstanding balance of $10,000,000 and were classified by Discover SunTrust as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 Discover SunTrust or any of its Subsidiaries that, as of September 30, 20232018, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) Section 3.26(a)(i) Neither NewBridge nor any of the Discover Disclosure Schedule sets forth its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover NewBridge or any Subsidiary of Discover NewBridge is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e.2015, Loans had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20232015, over ninety (90) 90 days or more delinquent in payment of principal or interest) and , or (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater shareholder of September 30, 2023, of all “non-accrual” Loans in which Discover NewBridge or any Subsidiary of Discover its Subsidiaries, or to the knowledge of NewBridge, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the NewBridge Disclosure Schedule is a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of NewBridge 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232015, were classified by Discover NewBridge as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary borrower thereunder, together with the aggregate principal amount of Criticized Assets as of September 30, 2023and accrued and unpaid interest on such Loans, by category of Loan (e.g., studentcommercial, personal, homeconsumer, 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 Discover NewBridge or any of its Subsidiaries that, as of September 30, 20232015, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) Except as set forth in Section 3.26(a)(i4.15(a) of the Discover OCBB Disclosure Schedule sets forth Letter, as of the date hereof, neither OCBB nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in ), the unpaid principal balance of which Discover or any Subsidiary of Discover is a creditorexceeds $1,000, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September June 30, 20232015, over ninety (90) more than 90 days or more delinquent in payment of principal or interest) and interest or in default of any other provision or (ii) Loan in excess of $1,000 with any director or executive officer of OCBB or any of its Subsidiaries or, to the aggregate outstanding principal amountKnowledge of OCBB, as any Affiliate of September 30, 2023, any of the foregoing. Section 4.15(a) of the OCBB Disclosure Letter sets forth (x) all “non-accrual” of the Loans in which Discover or any Subsidiary of Discover is a creditor. 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 original principal amount in excess of the amount set forth on Section 3.26(a)(ii) $1,000 of the Discover Disclosure Schedule, net OCBB or any of specific reserves with respect to such Loans and assets, that, its Subsidiaries that as of September June 30, 20232015, were classified by Discover OCBB or any of its Subsidiaries or any regulatory examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized AssetsClassified Loans”). Section 3.26(a)(iii) , together with the principal amount of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets and accrued and unpaid interest on each such Loan as of September June 30, 2023, 2015; (y) by category of Loan loan (e.g.i.e., studentcommercial, personal, homeconsumer, etc.), all of the other Loans of OCBB or any of its Subsidiaries that as of June 30, 2015, were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount as of specific reserves with respect to each such category of Loans June 30, 2015; and (Bz) each asset of Discover OCBB or any of its Subsidiaries that, that as of September June 30, 20232015, is was classified as “Other Real Estate OwnedOREO” and the book value thereof. OCBB has separately disclosed in compliance with applicable Law the identity of the borrowers and guarantors of each Loan identified in Section 4.15(a)of the OCBB Disclosure Letter.

Loan Portfolio. (a) As of the date hereof, except as set forth on Section 3.26(a)(i3.23(a) of the Discover Company Disclosure Schedule sets forth Schedule, neither Company nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Company or any Subsidiary of Discover Company is a creditorcreditor which as of December 31, other than “non-accrual” Loans (i.e., Loans 2020 had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20232020, over ninety (90) days or more delinquent in payment of principal or interest) and , 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). 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 3.23(a) of the aggregate outstanding principal amountCompany Disclosure Schedule sets forth a true, as of September 30, 2023, correct and complete list of all “non-accrual” of the Loans in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover Company 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30December 31, 20232020, had an outstanding balance of $1,000,000 or more and were classified by Discover 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 (the “Criticized AssetsClassified Loans”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.), together with the principal amount of and accrued and unpaid interest on each such Loan, and the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans and (B) each asset of Discover or any of its Subsidiaries that, as of September 30, 2023, is classified as “Other Real Estate Owned” and the book value thereofsuch date.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Disclosure Schedule sets forth (i) the aggregate outstanding principal amountGateway has Previously Disclosed a list setting forth, as of September 30December 31, 20232012, by account, of: (A) all loans (including loan participations) of Gateway that have been accelerated during the past twelve months; (B) all written loan commitments or lines of credit of Gateway which have been terminated by Gateway during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other Party which has notified a Gateway Party or a Gateway Subsidiary during three years preceding the date of this Agreement, or has asserted against a Gateway Party or a Gateway Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of any Gateway Party, each borrower, customer or other Party which has given a Gateway Party or any other Gateway Subsidiary any oral notification of, or orally asserted to or against a Gateway Party or any other Gateway Subsidiary, any such claim; (D) all loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets1) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 2023, over ninety (90) that are contractually past due 60 days or more delinquent in the payment of principal or and/or interest, (2) and that are on non-accrual status, (ii3) the aggregate outstanding principal amount, that are as of September 30, 2023, the date of all “non-accrual” Loans in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover and its Subsidiaries did not have outstanding Loans and assets this Agreement classified as “Other Real Estate Owned” with an aggregate then-outstanding fully committed principal amount in excess of the amount set forth on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, were classified by Discover as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assets,watch list” or “Concerned Loans,special mention” “Watch List” (or words of similar import import) by GCF Bank, or any applicable Regulatory Authority, (4) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (6) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40, “Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets Troubled Debt Restructuring by Creditors,” as of September 30, 2023, updated by category of Loan (e.g., student, personal, 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 Accounting Standards Update 2011-02; and (BE) each asset of Discover or any of its Subsidiaries that, as of September 30, 2023, is all assets classified as “Other Real Estate Owned” real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and the book value thereofall other assets currently held that were acquired through foreclosure or in lieu of foreclosure. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.25(a) of the Discover TCF Disclosure Schedule sets forth Schedule, neither TCF nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover TCF or any Subsidiary of Discover TCF is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e., Loans 2020 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 20232020, over ninety (90) days or more delinquent in payment of principal or interest) and , 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). 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 aggregate outstanding principal amountTCF Disclosure Schedule sets forth a true, as of September 30, 2023, correct and complete list of all “non-accrual” of the Loans in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover TCF 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232020, had an outstanding balance of $10,000,000 or more and were classified by Discover 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.)import, together with the principal amount of and accrued and unpaid interest on each such Loan, and the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans and (B) each asset of Discover or any of its Subsidiaries that, as of September 30, 2023, is classified as “Other Real Estate Owned” and the book value thereofsuch date.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Except as set forth on Legacy Disclosure Schedule sets forth 3.24, neither Legacy nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 20232013, over ninety (90) 90 days or more delinquent in payment of principal or interest) and interest or, to the knowledge of Legacy, in default of any other provision, or (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater shareholder of September 30, 2023, of all “non-accrual” Loans in which Discover Legacy or any Subsidiary of Discover its Subsidiaries, or to the knowledge of Legacy, any affiliate of any of the foregoing. Set forth in Legacy Disclosure Schedule 3.24 is a creditor. As true, correct and complete list of September 30, 2023, Discover (i) all of the Loans of Legacy 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 20232013, were classified by Discover Legacy as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth borrower thereunder, (Aii) a summary by category of Criticized Assets Loan (i.e., commercial real estate, commercial and industrial, consumer, other), all of the other Loans of Legacy and its Subsidiaries that, as of September 30, 20232013, by category of Loan (e.g., student, personal, home, etc.)were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans category, and (Biii) each asset of Discover Legacy or any of its Subsidiaries that, as of September 30, 20232013, is was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof; it being understood and agreed that the Loans referenced in clauses (i) and (ii) of this sentence include any Loans so classified by Legacy or by any Governmental Entity.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Disclosure Schedule sets forth (i) the aggregate outstanding principal amountGB&T has made available to SunTrust a listing, as of September 30, 20232007, of the following: (i) each borrower, customer or other party which has notified GB&T or its Subsidiaries during the past 12 months of, or has asserted against GB&T or its Subsidiaries, in each case in writing, any "lender liability" or similar claim; (ii) (A) the aggregate outstanding principal amount of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees enhancements and interest-bearing assets) payable to GB&T or its Subsidiaries (each, a "Loan" and collectively, “the "Loans”) in which Discover or any Subsidiary of Discover is a creditor"), other than “non-accrual” Loans "nonaccrual" Loans, (i.e., Loans under the terms of which the obligor was, as of September 30, 2023, over ninety (90) days or more delinquent in payment of principal or interest) and (iiB) the aggregate outstanding principal amountamount of all "nonaccrual" Loans, (C) a summary of all Loans designated as of September 30such date by either GB&T, 2023, of all “non-accrual” Loans in which Discover its accountants (whether internal or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover and external) or its Subsidiaries did not have outstanding Loans and assets classified auditors (whether internal or external) as “Other Real Estate Owned” with an aggregate then-outstanding fully committed principal amount in excess of the amount set forth on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, were classified by 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30import, 2023, by category of Loan (e.g., student, personal, home, etc.), together with including the aggregate principal amount of such Loans by category and the amount of specific reserves with respect to each all such category Loans, (D) any Loan where a reasonable doubt exists as to the timely future collectability of Loans principal and/or interest, whether or not interest is still accruing or the Loan is less than 90 days past due, (E) any Loan where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower's ability to pay and (BF) each asset of Discover any Loan where a specific reserve allocation exists in connection therewith; and (iii) all other assets classified by GB&T or any of its Subsidiaries thatas real estate acquired through foreclosure or in lieu of foreclosure, as including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Since September 30, 20232007, is classified no Loans have been designated by either GB&T, its accountants (whether internal or external) or its auditors (whether internal or external) as “Other Real Estate Owned” and "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Watch List" or words of similar import, except for such Loans that, individually or in the book value thereof.aggregate, would not reasonably be expected to result in a Material Adverse Effect on GB&T.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i3.25(a) of the Discover Company Disclosure Schedule sets forth Schedule, neither Company nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loansloan, loan agreementsagreement, notes note or borrowing arrangements arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover Company or any Subsidiary of Discover Company is a creditorcreditor which as of September 30, other than “non-accrual” Loans (i.e.2015, Loans had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20232015, over ninety (90) 90 days or more delinquent in payment of principal or interest) and , or (ii) the aggregate outstanding Loans with any director, executive officer or principal amount, as shareholder of September 30, 2023, of all “non-accrual” Loans in which Discover Company or any Subsidiary of Discover is its Subsidiaries (as such terms are defined in 12 C.F.R. Part 215) or, to Company’s knowledge, any affiliate of the foregoing. Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.25(a) of the Company Disclosure Schedule sets forth a creditor. As true, correct and complete list of September 30, 2023, Discover (A) all of the Loans of Company 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September 30, 2023, 2015 had an outstanding balance of $250,000 or more and were classified by Discover 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 import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, (“Criticized Assets”). Section 3.26(a)(iiiB) of the Discover Disclosure Schedule sets forth (A) all assets with a summary of Criticized Assets book value as of September 30, 20232015 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 category of Loan (e.g., student, personal, 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 Discover Company or any of its Subsidiaries that, as during the past twelve months and (D) all Loan commitments or lines of September 30, 2023, 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.

Loan Portfolio. (a) Section 3.26(a)(i) of the Discover Except as set forth on WinFirst Disclosure Schedule sets forth 3.22, neither WinFirst nor any of its Subsidiaries is a party to any written or oral (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Discover or any Subsidiary of Discover is a creditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September June 30, 20232020, over ninety (90) days or more delinquent in payment of principal or interest) and interest or, to the knowledge of WinFirst, in default of any other provision, or (ii) the aggregate outstanding principal amountLoans with any director, as executive officer or 5% or greater shareholder of September 30, 2023, of all “non-accrual” Loans in which Discover WinFirst or any Subsidiary of Discover its Subsidiaries, or to the knowledge of WinFirst, any affiliate of any of the foregoing. Set forth in WinFirst Disclosure Schedule 3.22 is a creditor. As true, correct and complete list of September 30, 2023, Discover (i) all of the Loans of WinFirst 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, as of September June 30, 20232020, were classified by Discover WinFirst as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth borrower thereunder, (Aii) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g.i.e., studentcommercial real estate, personalcommercial and industrial, homeconsumer, etc.other), all of the other Loans of WinFirst and its Subsidiaries that, as of June 30, 2020, were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category and the amount of specific reserves with respect to each such category of Loans category, and (Biii) each asset of Discover WinFirst or any of its Subsidiaries that, as of September June 30, 20232020, is was classified as “Other Real Estate Owned” (“OREO”) and the book value thereof; it being understood and agreed that the Loans referenced in clauses (i) and (ii) of this sentence include any Loans so classified by WinFirst or by any Governmental Entity.

Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a)(i4.23(a) of the Discover HomeTrust Disclosure Schedule sets forth Schedule, neither HomeTrust nor HomeTrust Bank is a party to (i) the aggregate outstanding principal amount, as of September 30, 2023, of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) any Loan in which Discover HomeTrust or any Subsidiary of Discover HomeTrust Bank is a creditor, other than “non-accrual” Loans creditor with an outstanding balance of five hundred thousand dollars (i.e., Loans $500,000) or more and under the terms of which the obligor was, as of September June 30, 20232022, over ninety (90) days or more delinquent in payment of principal or interest) and interest or (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. 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 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 amount set foregoing. Set forth on in Section 3.26(a)(ii4.23(a) of the Discover HomeTrust Disclosure ScheduleSchedule is a true, net correct and complete list of specific reserves with respect to such (A) all of the Loans of HomeTrust and assets, HomeTrust Bank that, as of September June 30, 20232022, were classified by Discover 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 (“Criticized Assets”). Section 3.26(a)(iii) import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.)borrower thereunder, 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 Loan (e.g., commercial, consumer, etc.), and (B) each asset of Discover HomeTrust or any of its Subsidiaries HomeTrust Bank that, as of September June 30, 20232022, is was classified as “Other Real Estate Owned” and the book value thereof. (b) To HomeTrust’s knowledge, each Loan of HomeTrust and HomeTrust Bank (i) is evidenced by notes, agreements or other evidences of indebtedness that are genuine and what they purport to be, (ii) to the extent carried on the books and records of HomeTrust or HomeTrust Bank as a secured Loan, has been secured by valid 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 Exception. (c) Except as would not reasonably be expected to result in a material liability or loss to HomeTrust and HomeTrust Bank taken as a whole, the outstanding Loans originated, administered and/or serviced by HomeTrust or HomeTrust Bank were originated, administered and/or serviced, by HomeTrust or HomeTrust Bank, 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 HomeTrust and HomeTrust Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

Loan Portfolio. (a) Except as may be set forth in Section 3.26(a)(i) 4.21 of the Discover CNBFB Disclosure Schedule sets forth Schedule, CNBFB is not a party to any written or oral (i) the aggregate outstanding principal amountloan agreement, as of September 30, 2023, of all written or oral loans, loan agreements, notes note or borrowing arrangements arrangement (including including, without limitation, leases, credit enhancements, commitments, guarantees and or interest-bearing assets) (collectively, “"Loans”) in which Discover or any Subsidiary of Discover is a creditor"), other than “non-accrual” Loans (i.e.the unpaid principal balance of which does not exceed $100,000, Loans under the terms of which the obligor was, as of September November 30, 20232003, over ninety (90) 90 days or more delinquent in payment of principal or interestinterest or in default of any other provision, or (ii) Loan with any director, executive officer or 5% or greater stockholder of CNBFB, or to the knowledge of CNBFB, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 4.21 of the CNBFB Disclosure Schedule sets forth (i) all of the Loans of CNBFB that as of November 30, 2003, were classified by any bank examiner (whether regulatory or internal) 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, and (ii) the aggregate outstanding principal amount, each asset of CNBFB that as of September November 30, 20232003, of all “non-accrual” Loans in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover and its Subsidiaries did not have outstanding Loans and assets was classified as “"Other Real Estate Owned” with an aggregate then-outstanding fully committed " and the book value thereof. (b) Each Loan in original principal amount in excess of $100,000 (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the amount set forth on Section 3.26(a)(iiextent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligation of the Discover Disclosure Scheduleobligor named therein, net enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of specific reserves with respect general applicability relating to such Loans or affecting creditors' rights and assets, that, as of September 30, 2023, were classified by 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 (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etcto general equity principles.), 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 Discover or any of its Subsidiaries that, as of September 30, 2023, is classified as “Other Real Estate Owned” and the book value thereof.

Loan Portfolio. (a) Section 3.26(a)(i) 5.25.1. Berkshire Bank has made available to NCB a listing, as of July 31, 2010, of the Discover Disclosure Schedule sets forth following: (i) each borrower, customer or other party which has notified Berkshire Bank during the past 12 months of, or has asserted against Berkshire Bank, in each case in writing, any “lender liability” or similar claim; (ii) (A) the aggregate outstanding principal amount, as of September 30, 2023, amount of all written or oral loans, loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees enhancements and interest-bearing assets) payable to Berkshire Bank (each, a “Loan” and collectively, the “Loans”) in which Discover or any Subsidiary of Discover is a creditor), other than “non-accrualnonaccrual” Loans Loans, (i.e., Loans under the terms of which the obligor was, as of September 30, 2023, over ninety (90) days or more delinquent in payment of principal or interest) and (iiB) the aggregate outstanding principal amount, as of September 30, 2023, amount of all “non-accrualnonaccrual” Loans, (C) a summary of all Loans in which Discover or any Subsidiary of Discover is a creditor. 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 on Section 3.26(a)(ii) of the Discover Disclosure Schedule, net of specific reserves with respect to such Loans and assets, that, designated as of September 30such date by either Berkshire Bank or Berkshire Bancorp, 2023, were classified by Discover its accountants (whether internal or external) or its auditors (whether internal or external) as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk AssetsWatch List” or words of similar import, including the aggregate principal amount of such Loans and the amount of specific reserves with respect to all such Loans, (D) any Loan where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loan is less than 90 days past due, (E) any Loan where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay and (F) any Loan where a specific reserve allocation exists in connection therewith; and (iii) all other assets classified by Berkshire Bank 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. Since July 31, 2010, no Loans have been designated by either Berkshire Bank or Berkshire Bancorp, its accountants (whether internal or external) or its auditors (whether internal or external) as “Special Mention,” “Concerned LoansSubstandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List” or words of similar import (“Criticized Assets”). Section 3.26(a)(iii) of the Discover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30import, 2023, by category of Loan (e.g., student, personal, home, etc.), together with the aggregate principal amount of except for such Loans by category and the amount of specific reserves with respect to each such category of Loans and (B) each asset of Discover or any of its Subsidiaries that, as of September 30individually or in the aggregate, 2023, is classified as “Other Real Estate Owned” and the book value thereofwould not reasonably be expected to result in a Material Adverse Effect on Berkshire Bank or Berkshire Bancorp.