Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31, 2014, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2) of Regulation S-K of the Exchange Act) effected by any Seller Entity other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31, 2014, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Seller’s balance sheet at March 31, 2014 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31, 2014 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller First South Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller First South Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller First South as of March 31, 2014, included in 2017 as filed with the Seller Financial Statements delivered prior to the date of this Agreement SEC or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller First South Disclosure Memorandum lists, and Seller First South has attached and delivered to Buyer Carolina Financial copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2) of Regulation S-K of the Exchange Act) effected by any Seller Entity First South or its Subsidiaries since December 31, 2016 (or with respect to off-balance sheet arrangements, that remain in effect), other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 of the Seller Disclosure Memorandum or as reflected on SellerFirst South’s balance sheet at March 31, 20142017 as filed with the SEC, no Seller First South Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 25,000 and any amounts, whether or not in excess of $50,000 25,000 that, in the aggregate, exceed $100,00050,000. Except (x) as reflected in SellerFirst South’s balance sheet at March 31, 2014 2017 as filed with the SEC or liabilities Liabilities described in any notes thereto (or liabilities Liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities Liabilities incurred in the ordinary course of business since March 31, 2014 2017 as filed with the SEC consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity neither First South nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Touchstone Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Touchstone Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller Touchstone as of March December 31, 20142022, included in the Seller Touchstone Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Touchstone Disclosure Memorandum lists, and Seller Touchstone has attached and delivered to Buyer FXNC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity Touchstone or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Touchstone Disclosure Memorandum or as reflected on SellerTouchstone’s balance sheet at March December 31, 20142022, no Seller Touchstone Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 200,000 and any amounts, whether or not in excess of $50,000 200,000 that, in the aggregate, exceed $100,000250,000. Except (x) as reflected in SellerTouchstone’s balance sheet at March December 31, 2014 2022 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) ), or (y) for liabilities incurred in the ordinary course of business since March December 31, 2014 2022 consistent with past practice or in connection with this Agreement or the transactions contemplated herebyhereby or (z) as disclosed in Section 4.6 of the Touchstone Disclosure Memorandum, no Seller Entity neither Touchstone nor any of its Subsidiaries has any Material material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller BFTL Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller BFTL Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller BFTL as of March December 31, 20142019, included in the Seller BFTL Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller BFTL Disclosure Memorandum lists, and Seller BFTL has attached and delivered to Buyer Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity BFTL or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller BFTL Disclosure Memorandum or as reflected on SellerBFTL’s balance sheet at March December 31, 20142019, no Seller BFTL Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 100,000 and any amounts, whether or not in excess of $50,000 100,000 that, in the aggregate, exceed $100,000150,000. Except (x) as reflected in SellerBFTL’s balance sheet at March December 31, 2014 2019 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March December 31, 2014 2019 consistent with past practice or in connection with this Agreement or the transactions contemplated herebyhereby or (z) as disclosed in Section 4.6 of the BFTL Disclosure Memorandum, no Seller Entity neither BFTL nor any of its Subsidiaries has any Material material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Buyer Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Buyer Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller the Buyer as of March 31June 30, 20142008, included in the Seller Buyer Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 5.6 of the Seller Buyer Disclosure Memorandum lists, and Seller the Buyer has attached and delivered to Buyer the Seller copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity the Buyer or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 5.6 of the Seller Buyer Disclosure Memorandum or as reflected on Sellerthe Buyer’s balance sheet at March 31June 30, 20142008, no Seller Buyer Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Sellerthe Buyer’s balance sheet at March 31June 30, 2014 2008 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31June 30, 2014 2008 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity neither the Buyer nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of the Seller as of March 31June 30, 20142008, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Disclosure Memorandum lists, and the Seller has attached and delivered to the Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any the Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Disclosure Memorandum or as reflected on the Seller’s balance sheet at March 31June 30, 20142008, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in the Seller’s balance sheet at March 31June 30, 2014 2008 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31June 30, 2014 2008 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither the Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller BOE Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller BOE Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet sheets of Seller BOE as of March December 31, 20142006 and September 30, 2007, included in the Seller BOE Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred or paid in the ordinary course of business consistent with past practicespractices subsequent to September 30, 2007 or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 5.6 of the Seller BOE Disclosure Memorandum lists, and Seller BOE has attached and delivered to Buyer CBAC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4)(ii) of Regulation S-K of the Exchange Act) effected by any Seller Entity other than letters of credit and unfunded loan commitments BOE or credit linesits Subsidiaries. Except as disclosed in Section 3.6 5.6 of the Seller BOE Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31, 2014Memorandum, no Seller BOE Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 250,000 and any amounts, whether or not in excess of $50,000 250,000 that, in the aggregate, exceed $100,000500,000. Except (x) as reflected in SellerBOE’s balance sheet at March 31September 30, 2014 2007 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31September 30, 2014 2007 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity neither BOE nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31June 30, 20142013, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2) of Regulation S-K of the Exchange Act) effected by any Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31June 30, 20142013, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Seller’s balance sheet at March 31June 30, 2014 2013 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31June 30, 2014 2013 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Cornerstone Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Cornerstone Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller Cornerstone as of March December 31, 20142016, included in the Seller Cornerstone Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Cornerstone Disclosure Memorandum lists, and Seller Cornerstone has attached and delivered to Buyer Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity Cornerstone or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Cornerstone Disclosure Memorandum or as reflected on SellerCornerstone’s balance sheet at March December 31, 20142016, no Seller Cornerstone Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in SellerCornerstone’s balance sheet at March December 31, 2014 2016 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March December 31, 2014 2016 consistent with past practice or in connection with this Agreement or the transactions contemplated herebyhereby or (z) as disclosed in Section 4.6 of the Cornerstone Disclosure Memorandum, no Seller Entity neither Cornerstone nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller TFC Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are not set forth therein and are reasonably likely to have, individually or in the aggregate, a Seller TFC Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet sheets of Seller TFC as of March December 31, 20142006 and June 30, 2007, included in the Seller TFC Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred or paid in the ordinary course of business consistent with past practicespractices subsequent to June 30, 2007 or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 5.6 of the Seller TFC Disclosure Memorandum lists, and Seller TFC has attached and delivered to Buyer CBAC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4)(ii) of Regulation S-K of the Exchange Act) effected by any Seller Entity other than letters of credit and unfunded loan commitments TFC or credit linesits Subsidiaries. Except as disclosed in Section 3.6 5.6 of the Seller TFC Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31, 2014Memorandum, no Seller TFC Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 250,000 and any amounts, whether or not in excess of $50,000 250,000 that, in the aggregate, exceed $100,000500,000. Except (x) as reflected in SellerTFC’s balance sheet at March 31June 30, 2014 2007 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31June 30, 2014 2007 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity neither TFC nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Independence Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller an Independence Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller Independence as of March December 31, 20142016, included in the Seller Independence Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Independence Disclosure Memorandum lists, and Seller Independence has attached and delivered to Buyer Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity Independence or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Independence Disclosure Memorandum or as reflected on SellerIndependence’s balance sheet at March December 31, 20142016, no Seller Independence Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in SellerIndependence’s balance sheet at March December 31, 2014 2016 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March December 31, 2014 2016 consistent with past practice or in connection with this Agreement or the transactions contemplated herebyhereby or (z) as disclosed in Section 4.6 of the Independence Disclosure Memorandum, no Seller Entity neither Independence nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31June 30, 20142007, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4) of Regulation S-K of the Exchange Act) effected by any Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31June 30, 20142007, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Seller’s balance sheet at March 31June 30, 2014 2007 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31June 30, 2014 2007 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31September 30, 20142005, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2) of Regulation S-K B of the Exchange Act) effected by any Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31September 30, 20142005, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Seller’s balance sheet at March 31September 30, 2014 2005 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31September 30, 2014 2005 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Cardinal Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Cardinal Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller Cardinal as of March 31, 20142007, included in the Seller Cardinal Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Cardinal Disclosure Memorandum lists, and Seller Cardinal has attached and delivered to Buyer Yadkin Valley copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4)(ii) of Regulation S-K of the Exchange Act) effected by any Seller Entity Cardinal or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Cardinal Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31, 2014Memorandum, no Seller Cardinal Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in SellerCardinal’s balance sheet at March 31, 2014 2007 or liabilities Liabilities described in any notes thereto (or liabilities Liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities Liabilities incurred in the ordinary course of business since March 31, 2014 2007 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no Seller Entity neither Cardinal nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31, 20142005, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 5.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2303(a)(4)(ii) of Regulation S-K of the Exchange Act) effected by any Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 5.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31, 2014Memorandum, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 and any amounts, whether or not in excess of $50,000 that, in the aggregate, exceed $100,000. Except (x) as reflected in Seller’s balance sheet at March 31, 2014 2005 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31, 2014 2005 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31September 30, 20142016, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 4.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)(2) of Regulation S-K of the Exchange Act) effected by any Seller Entity or its Subsidiaries since December 31, 2015 (or with respect to off-balance sheet arrangements, that remain in effect), other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 4.6 of the Seller Disclosure Memorandum or as reflected on Seller’s balance sheet at March 31September 30, 20142016, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 25,000 and any amounts, whether or not in excess of $50,000 25,000 that, in the aggregate, exceed $100,00050,000. Except (x) as reflected in Seller’s balance sheet at March 31September 30, 2014 2016 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31September 30, 2014 2016 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.

Absence of Undisclosed Liabilities. No Seller Entity has any Liabilities required under GAAP to be set forth on a consolidated balance sheet or in the notes thereto that are reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, except Liabilities which are (i) accrued or reserved against in the consolidated balance sheet of Seller as of March 31September 30, 20142015, included in the Seller Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the transactions contemplated by this Agreement. Section 3.6 of the Seller Disclosure Memorandum lists, and Seller has attached and delivered to Buyer copies of the documentation creating or governing, all securitization transactions and “offOff-balance sheet arrangementsBalance Sheet Arrangements” (as defined in Item 303(c)(2) of Regulation S-K of the Exchange Act) effected by any Seller Entity or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines. Except as disclosed in Section 3.6 of loan commitments entered into by the Seller Disclosure Memorandum Entities in the ordinary course of business or as reflected on Seller’s balance sheet at March 31September 30, 20142015, no Seller Entity is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any Liability of any Person for any amount in excess of $50,000 25,000 and any amounts, whether or not in excess of $50,000 25,000 that, in the aggregate, exceed $100,00050,000. Except (x) as reflected in Seller’s balance sheet at March 31September 30, 2014 2015 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP or any applicable Regulatory Authority) or (y) for liabilities incurred in the ordinary course of business since March 31September 30, 2014 2015 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, no neither Seller Entity nor any of its Subsidiaries has any Material Liabilities or obligations of any nature.