Contract analysis

Section 1. Bring-Down of Representations and Warranties. Each of the undersigned hereby certifies that the representations and warranties of the Bank set forth in Article III of the Purchase Agreement (including, without limitation, those representations and warranties set forth in Sections 3.1 through 3.29 thereof) are true and correct in all material respects on and as of the Closing Date (February 24, 2026) with t

Section 2. Compliance with Covenants and Conditions. Each of the undersigned hereby certifies that the Bank has performed and complied in all material respects with each of its covenants, agreements, undertakings, and obligations contained in the Purchase Agreement that are required to be performed or satisfied by the Bank at or prior to the Closing Date, including, without limitation, all covenants and agreements se

Section 3. No Material Adverse Change. Each of the undersigned hereby certifies that, since the date of the Offering Memorandum (February 19, 2026) through and including the Closing Date, there has not been any Material Adverse Change (as such term is defined in Section 1.1 of the Purchase Agreement), or any development involving a prospective Material Adverse Change, in or affecting the business, properties, managem

Section 4. No Stop Order or Proceedings. Each of the undersigned hereby certifies that, as of the date hereof, no stop order, cease and desist order, or similar order has been issued, and no proceedings for any such purpose have been initiated or, to the knowledge of the undersigned after due inquiry, threatened, by the United States Securities and Exchange Commission (the "SEC"), the Office of the Comptroller of the

Section 5. Accuracy of Offering Memorandum. Each of the undersigned hereby certifies that the Confidential Offering Memorandum dated February 19, 2026, as supplemented by the Pricing Term Sheet dated February 19, 2026 (together constituting the Offering Memorandum), does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statemen

Section 6. Execution of Transaction Documents. Each of the undersigned hereby certifies that each of the following documents (collectively, the "Transaction Documents") has been duly executed and delivered by the Bank, and such execution and delivery has been duly authorized by all necessary corporate action on the part of the Bank, including authorization by the Board of Directors of the Bank (or a duly authorized c

Section 7. Regulatory Capital Status. Each of the undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry with the Bank's Treasury Department and the Bank's outside regulatory counsel, nothing has occurred on or prior to the Closing Date that would prevent the Notes from qualifying as Tier 2 capital of the Bank under 12 C.F.R. Part 3 (the OCC's capital adequacy rules implementing the

Section 8. Good Standing and Authority. Each of the undersigned hereby certifies that, as of the Closing Date: (a) the Bank is duly organized, validly existing, and in good standing as a national banking association under the National Bank Act, and possesses all rights, powers, licenses, authorizations, and franchises necessary to own its properties and conduct its business as presently conducted and as described in

Section 9. Reliance. Each of the undersigned understands and acknowledges that the Initial Purchasers and their respective counsel are relying upon this Certificate and the certifications, representations, and statements contained herein in consummating the transactions contemplated by the Purchase Agreement on the Closing Date, including the purchase and sale of the Notes. This Certificate is given pursuant to and i