Common use of Extensions of Credit Clause in Contracts

Extensions of Credit. (i) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit or commitment to extend credit (collectively, “Extensions of Credit”) made or entered into by the Bank or its Subsidiaries is evidenced by promissory notes or other evidences of Indebtedness that is true and genuine, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Bank and, to the Sellers’ knowledge, the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and are in full force and effect, unless such Extension of Credit has been modified pursuant to a modification agreement or similar instrument, a copy of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been classified by the Bank or its Subsidiaries, as of March 31, 2012, as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. (ii) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein. (iv) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each outstanding Extension of Credit (including Extensions of Credit held for resale or previously sold to investors) has been solicited and originated and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, the relevant files were maintained, in all material respects in accordance with the relevant loan documents, the Bank’s underwriting standards (and, in the case of Extensions of Credit held for resale or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests therein, other than (A) customary repurchase obligations arising upon breach of representations and warranties, covenants and (B) any customary repurchase obligations that the Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into in connection with those programs. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.

Extensions of Credit. (i) Except as has not hadwould not, nor is reasonably likely to haveindividually or in the aggregate, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit (collectively, “Extensions of Credit”) made or entered into by the Bank Company or one of its Subsidiaries (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Company or any of its Subsidiaries in accordance with board of director-approved loan policies, management policies and procedures or customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Bank and, to the Sellers’ knowledge, Company or one of its Subsidiaries and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension . (a) Section 3.19(b) of Credit has been modified pursuant to Seller’s Disclosure Schedule sets forth a modification agreement or similar instrument, a copy complete and correct list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been that, as of September 30, 2020, were classified by the Bank or its Subsidiaries, as of March 31, 2012, as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. True, correct and complete copies of the currently effective lending policies and practices of the Company and its Subsidiaries have been made available to the Purchaser. (iib) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein. (iv) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Each outstanding Extension of Credit (including Extensions of Credit held for resale or previously sold to investors) has been solicited and originated and is administered and, during the period of timewhere applicable, if any, in which such Extension of Credit was administered and serviced by the Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, and the relevant files were are being maintained, in all material respects in accordance with the relevant loan documents, the Bank’s or, if applicable, the Company’s or other Company Subsidiary’s (if any), underwriting standards and with all requirements of applicable Laws and applicable requirements of any government-sponsored enterprise program. The Company and each of its Subsidiaries has properly fulfilled in all material respects its contractual responsibilities and duties in any Extension of Credit in which it acts as the lead lender or servicer and has complied in all material respects with their duties as required under applicable regulatory requirements. (andc) The Seller has previously delivered to the Purchaser spreadsheets containing information regarding certain categories of loans made by the Company and its Subsidiaries as of September 30, 2020 (the “Loan Data File”) and the information contained in the case Loan Data File is accurate and complete in all material respects as of such date. (d) Since January 1, 2019 through the date hereof, there has been (i) no written demand made to the Company, the Company’s Subsidiaries or any of their respective Affiliates for the repurchase of any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, or (ii) to the Knowledge of the Seller, except as would not reasonably be expected to be material to the Company or any of its Subsidiaries, taken as a whole, and other than (A) customary repurchase obligations arising upon breach on account of representations and warrantiesan obligor’s insolvency or claimed insolvency, covenants and (B) no claim in an amount in excess of $10,000,000 by an obligor of any customary repurchase obligations Extension of Credit asserting that the Bank may be subject obligor is entitled to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporationdamages associated with the Seller’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into conduct in connection with those programssuch Extension of Credit. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.

Extensions of Credit. (ia) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit (collectivelyeach, an “Extensions Extension of Credit”) made in which Seller Bank or any Subsidiary of Seller Bank is a creditor (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Seller Bank or its Subsidiaries any Subsidiary of Seller Bank in accordance with board of director-approved loan policies, management policies and procedures or customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Seller Bank and, to the Sellers’ knowledge, or one of its Subsidiaries and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension . (b) Section 3.19(b) of Credit has been modified pursuant to the Seller Disclosure Schedule sets forth a modification agreement or similar instrument, a copy complete and accurate list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been classified by the Bank or its Subsidiariesthat, as of March 31September 30, 20122021, were classified by Seller Bank as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. Complete and accurate copies of the currently effective lending policies and practices of Seller Bank and its Subsidiaries have been made available to Purchaser. (ii) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein. (ivc) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, (i) each outstanding Extension of Credit (including Extensions in which Seller Bank or any Subsidiary of Credit held for resale or previously sold to investors) Seller Bank is a creditor has been solicited and originated and is administered and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Seller Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, and the relevant files were are being maintained, in all material respects in accordance with the relevant loan documents, the Seller Bank’s or, if applicable, a Subsidiary of Seller Bank’s, underwriting standards and with all requirements of applicable Laws (andincluding those of the Small Business Administration) and applicable requirements of any government-sponsored enterprise program; and (ii) each of Seller Bank and its Subsidiaries has properly fulfilled its contractual responsibilities and duties in any Extension of Credit in which it acts as the lead lender or servicer and has complied with its duties as required under applicable Law. (d) Except as would not reasonably be expected to be material to Seller Bank and its Subsidiaries, in taken as a whole, since January 1, 2020 through the case date hereof, there has been (i) no written demand made to Seller Bank or any of its Subsidiaries for the repurchase of any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, or (ii) to the Knowledge of Seller Bank and other than (A) customary repurchase obligations arising upon breach on account of representations and warrantiesan obligor’s insolvency or claimed insolvency, covenants and (B) no claim in an amount in excess of $750,000 by an obligor of any customary repurchase obligations Extension of Credit asserting that the obligor is entitled to damages associated with the conduct of Seller Bank may be subject to in its capacity as an issuer or any Subsidiary of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into Seller Bank in connection with those programssuch Extension of Credit. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.

Extensions of Credit. (ia) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit (collectivelyeach, an “Extensions Extension of Credit”) made in which Seller Bank or any Subsidiary of Seller Bank is a creditor (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Seller Bank or its Subsidiaries any Subsidiary of Seller Bank in accordance with board of director-approved loan policies, management policies and procedures or customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Seller Bank and, to the Sellers’ knowledge, or one of its Subsidiaries and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension effect.‌ (b) Section 3.19(b) of Credit has been modified pursuant to the Seller Disclosure Schedule sets forth a modification agreement or similar instrument, a copy complete and accurate list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been classified by the Bank or its Subsidiariesthat, as of March 31September 30, 20122021, were classified by Seller Bank as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. (ii) The allowances for loan losses . Complete and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as accurate copies of the date currently effective lending policies and practices of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files Seller Bank and its Subsidiaries have been made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein.Purchaser.‌ (ivc) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, (i) each outstanding Extension of Credit (including Extensions in which Seller Bank or any Subsidiary of Credit held for resale or previously sold to investors) Seller Bank is a creditor has been solicited and originated and is administered and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Seller Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, and the relevant files were are being maintained, in all material respects in accordance with the relevant loan documents, the Seller Bank’s or, if applicable, a Subsidiary of Seller Bank’s, underwriting standards and with all requirements of applicable Laws (andincluding those of the Small Business Administration) and applicable requirements of any government-sponsored enterprise program; and (ii) each of Seller Bank and its Subsidiaries has properly fulfilled its contractual responsibilities and duties in any Extension of Credit in which it acts as the lead lender or servicer and has complied with its duties as required under applicable Law. (d) Except as would not reasonably be expected to be material to Seller Bank and its Subsidiaries, in taken as a whole, since January 1, 2020 through the case date hereof, there has been (i) no written demand made to Seller Bank or any of its Subsidiaries for the repurchase of any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, or (ii) to the Knowledge of Seller Bank and other than (A) customary repurchase obligations arising upon breach on account of representations and warrantiesan obligor’s insolvency or claimed insolvency, covenants and (B) no claim in an amount in excess of $750,000 by an obligor of any customary repurchase obligations that the Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into in connection with those programs. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.Extension of

Extensions of Credit. (i) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit or commitment to extend credit (collectively, “Extensions of Credit”) made or entered into by the Bank or its Subsidiaries is evidenced by promissory notes or other evidences of Indebtedness that is true and genuine, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Bank and, to the Sellers’ knowledge, the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and are in full force and effect, unless such Extension of Credit has been modified pursuant to a modification agreement or similar instrument, a copy of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file Previously Disclosed a complete and correct list of all Extensions of Credit that have been classified by the Bank or its Subsidiaries, as of March 31, 20122011, as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. (ii) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable such balance sheet. (iii) Prior to the date hereof, the Sellers have made available to Purchaser true and correct copies of the loan files related to each individual loan, note, borrowing arrangement and other commitment for the 20 largest credit relationships between the Bank or its Subsidiaries, on the one hand, and a single third-party obligor, on the other hand (the “Loan Data File”). To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement Loan Data File was accurate and complete in all material respects as of the date set forth therein. (iv) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each outstanding Extension of Credit (including Extensions of Credit held for resale or previously sold to investors) has been solicited and originated and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, the relevant files were maintained, in all material respects in accordance with the relevant loan documents, the Bank’s underwriting standards (and, in the case of Extensions of Credit held for resale or previously sold to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (Ai) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (Bii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (Ciii) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (Div) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial state and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, with respect to each Extension of Credit payable to Bank or its Subsidiaries that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains contain any obligation to repurchase such Extensions of Credit or interests therein, other than (A) customary repurchase obligations arising upon breach of representations and warranties, covenants and (B) any customary repurchase obligations that the Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into in connection with those programsother obligations. (ix) As Section 5.02(z)(ix) of the date Seller Disclosure Schedule lists each asset of this Agreementa US HoldCo Company that as of March 31, none of the Target Companies own any asset that is 2011 was classified as other real estate ownedowned and the book value thereof as of such date.

Extensions of Credit. (ia) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit in which Seller Bank is a creditor or which has been originated by Seller Bank (collectivelyeach, an “Extensions Extension of Credit”) made or (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Seller Bank in accordance with board of director-approved loan policies, management policies and procedures or its Subsidiaries customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Seller Bank and, to the Sellers’ knowledge, and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension . (b) Section 3.24(b) of Credit has been modified pursuant to the Seller Disclosure Schedules sets forth a modification agreement or similar instrument, a copy complete and accurate list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been classified by the Bank or its Subsidiariesthat, as of March 31June 30, 20122024, were classified by Seller Bank as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. Complete and accurate copies of the currently effective lending policies and practices of Seller Bank have been made available to Purchaser. (iic) The allowances for loan losses and for credit losses contained Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each outstanding Extension of Credit in which Seller Bank Financial Statements were established is a creditor has been solicited and originated and is administered and serviced, and the relevant files are being maintained, in accordance with the relevant Loan Documents, Seller Bank’s underwriting standards and with all requirements of GAAP and the bank regulators to provide for possible losses on loans applicable Laws (including accrued interest receivablethose of the Small Business Administration) and credit commitments applicable requirements of any government-sponsored enterprise program; and (including stand-by letters ii) Seller Bank has properly fulfilled its contractual responsibilities and duties in any Extension of credit) outstanding Credit in which it acts as of the date of the lead lender or servicer and has complied with its duties as required under applicable balance sheetLaw. (iiid) To Seller Bank has previously made available to Purchaser spreadsheets containing information regarding certain categories of loans made by Seller Bank as of June 30, 2024 (the Sellers’ knowledge, “Loan Data File”) and the information contained in the loan files Loan Data File made available to Purchaser prior to date of this Agreement was complete and accurate and complete in all material respects as of the date set forth thereinJune 30, 2024. (ive) Except as has would not had, nor is reasonably likely be expected to have, have a Material Adverse Effect, each outstanding Extension since January 1, 2024 through the date hereof, there has been (i) no written demand made to Seller Bank for the repurchase of Credit (including any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors) has been solicited and originated and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, the relevant files were maintained, in all material respects in accordance with the relevant loan documents, the Bank’s underwriting standards (and, in the case of Extensions of Credit held for resale or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, or (ii) to the Knowledge of Seller and other than (A) customary repurchase obligations arising upon breach on account of representations and warrantiesan obligor’s insolvency or claimed insolvency, covenants and (B) no claim in an amount in excess of $50,000 by an obligor of any customary repurchase obligations Extension of Credit asserting that the obligor is entitled to damages associated with the conduct of Seller Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into in connection with those programssuch Extension of Credit. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.

Extensions of Credit. (ia) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit (collectivelyeach, an “Extensions Extension of Credit”) made in which the Bank or any Transferred Subsidiary is a creditor (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Bank or its Subsidiaries any Transferred Subsidiary in accordance with board of director-approved loan policies, management policies and procedures or customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Bank and, to or one of the Sellers’ knowledge, Transferred Subsidiaries and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension . (b) Section 3.19(b) of Credit has been modified pursuant to Sellers’ Disclosure Schedule sets forth a modification agreement or similar instrument, a copy complete and accurate list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been that, as of June 30, 2021, were classified by the Bank or its Subsidiaries, as of March 31, 2012, as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. Complete and accurate copies of the currently effective lending policies and practices of the Bank and the Transferred Subsidiaries have been made available to the Purchaser. (ii) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein. (ivc) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, (i) each outstanding Extension of Credit (including Extensions of Credit held for resale in which the Bank or previously sold to investors) any Transferred Subsidiary is a creditor has been solicited and originated and is administered and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the Bank, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, and the relevant files were are being maintained, in all material respects in accordance with the relevant loan documents, the Bank’s or, if applicable, the Transferred Subsidiaries’, underwriting standards and with all requirements of applicable Laws (andincluding those of the Small Business Administration) and applicable requirements of any government-sponsored enterprise program; and (ii) each of the Bank and the Transferred Subsidiaries has properly fulfilled its contractual responsibilities and duties in any Extension of Credit in which it acts as the lead lender or servicer and has complied with its duties as required under applicable Law. (d) The Sellers have previously delivered to the Purchaser spreadsheets containing information regarding certain categories of loans made by the Bank and the Transferred Subsidiaries as of June 30, 2021 (the “Loan Data File”) and the information contained in the case Loan Data File was complete and accurate in all material respects as of such date. (e) Except as would not reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, since January 1, 2020 through the date hereof, there has been (i) no written demand made to the Bank or the Transferred Subsidiaries for the repurchase of any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, or (ii) other than (A) customary repurchase obligations arising upon breach on account of representations and warrantiesan obligor’s insolvency or claimed insolvency, covenants and (B) no claim by an obligor of any customary repurchase obligations Extension of Credit asserting that the obligor is entitled to damages associated with the conduct of the Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into any Transferred Subsidiary in connection with those programssuch Extension of Credit; provided, that in each case of clauses (i) and (ii), such Extension of Credit shall not include Excluded Assets and Liabilities. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.

Extensions of Credit. (ia) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, each loan, revolving credit facility, letter of credit or other extension of credit (including guarantees) or commitment to extend credit (collectivelyeach, an “Extensions Extension of Credit”) made in which Seller Holdco or any Subsidiary of Seller Holdco is a creditor (i) complies with all applicable Laws, (ii) has been made, entered into or acquired by the Bank Seller Holdco or its Subsidiaries any Subsidiary of Seller Holdco in accordance with board of director-approved loan policies, management policies and procedures or customary industry standards, as applicable, (iii) is evidenced by original promissory notes or other evidences of Indebtedness that is true and genuineindebtedness, which, together with all security agreements and guarantees, are valid and legally binding obligations of the Bank and, to the Sellers’ knowledge, Seller Holdco or one of its Subsidiaries and the counterparty or counterparties thereto, are enforceable in accordance with their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer the Bankruptcy and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principlesEquity Exception) and are (iv) is in full force and effect, unless such Extension . (b) Section 3.19(b) of Credit has been modified pursuant to the Seller Disclosure Schedule sets forth a modification agreement or similar instrument, a copy complete and accurate list of which is contained within the applicable loan file. The Sellers have identified within the applicable loan file all Extensions of Credit that have been classified by the Bank or its Subsidiariesthat, as of March 31September 30, 20122021, were classified by Seller Holdco or one of its Subsidiaries as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch,” “Past Due” or words of similar import. Complete and accurate copies of the currently effective lending policies and practices of Seller Holdco and its Subsidiaries have been made available to Purchaser. (ii) The allowances for loan losses and for credit losses contained in the Bank Financial Statements were established in accordance with the requirements of GAAP and the bank regulators to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of the applicable balance sheet. (iii) To the Sellers’ knowledge, the information contained in the loan files made available to Purchaser prior to date of this Agreement was accurate and complete in all material respects as of the date set forth therein. (ivc) Except as has not hadwould not, nor is individually or in the aggregate, reasonably likely be expected to have, have a Material Adverse Effect, (i) each outstanding Extension of Credit (including Extensions in which Seller Holdco or any Subsidiary of Credit held for resale or previously sold to investors) Seller Holdco is a creditor has been solicited and originated and is administered and, during the period of time, if any, in which such Extension of Credit was administered and serviced by the BankSeller Holdco or any Subsidiary of Seller Holdco, was administered and serviced, and, during the period of time in which such Extension of Credit was originated, held or serviced by the Bank, and the relevant files were are being maintained, in all material respects in accordance with the relevant loan documents, the BankSeller Holdco’s or, if applicable, a Subsidiary of Seller Holdco’s, underwriting standards and with all requirements of applicable Laws (andincluding those of the Small Business Administration) and applicable requirements of any government-sponsored enterprise program; and (ii) each of Seller Holdco and its Subsidiaries has properly fulfilled its contractual responsibilities and duties in any Extension of Credit in which it acts as the lead lender or servicer and has complied with its duties as required under applicable Law. (d) Except as would not reasonably be expected to be material to Seller Holdco and its Subsidiaries, in taken as a whole, since January 1, 2020 through the case date hereof, there has been (i) no written demand made to Seller Holdco or any of its Subsidiaries for the repurchase of any Extensions of Credit held for resale due to the alleged breach of any representation, warranty or previously sold to investors, the underwriting standards, if any, of the applicable investors) and applicable Laws. (v) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, each Extension of Credit payable to Bank or its Subsidiaries (A) was originated or purchased by Bank or its Subsidiaries and its principal balance as shown on Bank’s books and records is true and correct as of the date indicated therein, (B) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor, (C) includes a loan file and a credit file in possession of the Bank or its Subsidiaries that contains all relevant documents (including title insurance policies) required by the Bank in accordance with its customary policies and procedures, and (D) complies, and at the time the Extension of Credit was originated or modified complied, with the Bank’s underwriting standards and all applicable requirements of federal, state, provincial and local Laws. (vi) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, covenant with respect to each Extension of Credit that is secured, Bank or the applicable Subsidiary has a valid and enforceable Lien on the collateral described in the documents relating to such Extension of Credit, has all documentation needed to enforce such Lien, and each such Lien is assignable and has the priority described in such documents (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (vii) Except as has not had, nor is reasonably likely to have, a Material Adverse Effect, (A) each Extension of Credit included in a pool of loans originated, acquired, serviced or securitized by Bank or its Subsidiaries meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such pool, (B) all such pools have been finally certified or recertified to the extent required under applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired and (C) no such pools have been improperly certified, and no Extension of Credit has been bought out of any such pool without all required approvals of the applicable investors. (viii) None of the agreements pursuant to which the Bank has sold Extensions of Credit or pools of Extensions of Credit or participations in Extensions of Credit or pools of Extensions of Credit contains any obligation to repurchase such Extensions of Credit or interests thereindue to alleged fraud relating thereto, other than (A) customary repurchase obligations arising upon breach of representations and warranties, covenants and (B) any customary repurchase obligations that the Bank may be subject to in its capacity as an issuer of National Housing Act residential mortgage bond securities issued pursuant to Canada Mortgage and Housing Corporation’s NHA MBS or Canada Mortgage Bond Programs, pursuant to the terms of those programs or customary swap transactions entered into in connection with those programs. (ix) As of the date of this Agreement, none of the Target Companies own any asset that is classified as other real estate owned.or