Common use of Loan Matters Clause in Contracts

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor Except as such disclosure may be limited by any applicable Law, Section 4.30(a) of its Subsidiaries is Malvern’s Disclosure Memorandum sets forth a party to true, correct and complete list of (i) any written or oral Loan Loans in which Southwest Malvern or any Southwest Malvern Subsidiary is a creditor which as of September 30, 20162022, had an outstanding balance of $50,000 100,000 or more and under the terms of which the obligor was, as of November September 30, 20162022, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a(ii) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest Malvern and its Subsidiaries that, (A) as of September 30, 2016 2022 had an outstanding balance of $50,000 100,000 or more and were (1) on non-accrual status or (2) classified by Southwest Malvern as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are are, to Malvern’s Knowledge, true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsMalvern Entity. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestXxxxxxx’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Malvern Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest Malvern and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestMalvern, acquired by Southwest Malvern or any of its Subsidiaries (a “Pool”) meets all material eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been been, to the Knowledge of Malvern, finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No To the Knowledge of Malvern, no Pools have been improperly certified, and, except as would not be material to Southwest Malvern and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.30(e) of SouthwestMalvern’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Xxxxxxx to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Malvern Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest Malvern nor any of its Subsidiaries is now nor has it ever been since December 31September 30, 20122022, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Seller Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Seller Entity is a creditor which as of September 30, 20162021, had an outstanding balance of $50,000 25,000 or more and under the terms of which the obligor was, as of November September 30, 20162021, over 90 days or more delinquent in payment of principal or interestinterest and not on a non-accrual status. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of SouthwestSeller’s Disclosure Memorandum sets forth a true, complete and correct and complete list of all of the Loans of Southwest and its Subsidiaries the Seller Entities that, (A) as of September 30, 2016 2021, had an outstanding balance of $50,000 25,000 or more and were (1i) on a non-accrual status or status, (2ii) classified by Southwest the Seller Entity as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, or (iii) subject to a deferral or payment modification (including the date on which such Loans are to return to the contractual payment schedule in place prior to the deferral or payment modification), in any case (i), (ii) or (iii), together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such dateSeptember 30, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402021. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally Bankruptcy and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquity Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Seller Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, Southwestthe Seller Entity’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Seller Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, or acquired by Southwest or any of its Subsidiaries Seller Entity (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest Seller and its the Seller Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of SouthwestSeller’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest a Seller Entity to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215) (“Regulation O”)) of any Southwest Seller Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries Subject to Section 10.15, no Seller Entity is now nor has it ever been since December 31, 20122017, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest Alliance nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest Alliance or any Southwest Alliance Subsidiary is a creditor which as of September 30December 31, 20162014, had an outstanding balance of $50,000 100,000 or more and under the terms of which the obligor was, as of November 30December 31, 20162014, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.28(a) of Southwest’s the Alliance Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest Alliance and its Subsidiaries that, (A) as of September 30December 31, 2016 2014 had an outstanding balance of $50,000 100,000 or more and were (1) on non-accrual status or (2) classified by Southwest Alliance as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding outstanding, (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest an Alliance Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestAlliance’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Alliance Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.28(d) of SouthwestAlliance’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Alliance to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Alliance Entity, (ii) there are no employee, officer, director, principal shareholder director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest Alliance nor any of its Subsidiaries is now nor has it ever been since December 31, 20122011, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest the Company nor any of its Subsidiaries is a party to any written or oral Loan (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Southwest the Company or any Southwest Subsidiary is a creditor which as of September 30March 31, 20162017, had an outstanding balance of $50,000 250,000 or more and under the terms of which the obligor was, as of November 30March 31, 20162017, over 90 days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or five percent (5%) or greater stockholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Except as such disclosure may be limited by any applicable Law, Section 4.29(a3.24(a) of Southwest’s the Company Disclosure Memorandum Schedule sets forth a true, correct and complete list of (x) all of the Loans of Southwest the Company and its Subsidiaries that, (A) as of September 30March 31, 2016 had an outstanding balance of $50,000 or more and 2017, were (1) on non-accrual status or (2) classified by Southwest the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such dateMarch 31, 2017 and (By) at each asset of the Company or any point since December of its Subsidiaries that, as of March 31, 20122017, constituted a is classified as “Troubled Debt Restructuring,Other Real Estate Owned” as defined in and the Accounting Standards Codification Subtopic 310-40book value thereof. (b) Each Loan currently outstanding of Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent securedcarried on the books and records of the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (iii) is a the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (c) Each outstanding Loan of the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsfederal, state and local laws, regulations and rules. (d) None of the Contracts agreements pursuant to which the Company or any Southwest Entity of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of . (e) There are no outstanding Loans originated, securitized or, to made by the Knowledge of Southwest, acquired by Southwest Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, “executive officers and principal shareholders officer” or other “insider” (as each such terms are term is defined in Regulation O of promulgated by the Federal Reserve Board (12 C.F.R. Part 215)Board) of any Southwest Entitythe Company or its Subsidiaries, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than Loans that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not are subject to and that were made and continue to be in compliance with Regulation O and (iii) all such Loans or that are and were originated in compliance in all material respects with all applicable Lawsexempt therefrom. (f) Neither Southwest the Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20122014, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Since January 1, 2014, the Company and each of its Subsidiaries has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any Loan originated by the Company or any of its Subsidiaries satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such Loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (2) the responsibilities and obligations relating to such Loans set forth in any contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, loan investor or insurer, on the other hand; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Governmental Entity, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (4) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage Loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (h) Since January 1, 2014, the Company and each of its Subsidiaries have not engaged in, and, to the knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers used by the Company or by any of its Subsidiaries, as applicable) has engaged in, directly or indirectly, (1) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Company Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to Loans that do not comply with any applicable Law. (i) Since January 1, 2014, the Company has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Bryn Mawr Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Bryn Mawr Entity is a creditor which as of September 30December 31, 20162020, had an outstanding balance of $50,000 500,000 or more and under the terms of which the obligor was, as of November 30February 28, 20162021, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.27(a) of SouthwestBryn Mawr’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the Bryn Mawr Entities that, (A) as of September 30December 31, 2016 2020 (i) had an outstanding balance of $50,000 500,000 or more and were (1) on non-accrual status or (2) classified by Southwest Bryn Mawr as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch ListPass-Watch” or words of similar import, or (ii) are subject to a deferral or payment modification (including the date on which such Loans are to return to the contractual payment schedule in place prior to the deferral or payment modification), in each case (i) and (ii), together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402020. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally Bankruptcy and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquity Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Bryn Mawr Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestBryn Mawr’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Bryn Mawr Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than first payment post-sale defaults) by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.27(e) of SouthwestBryn Mawr’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof February 28, 2021 by Southwest Bryn Mawr to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)O) of any Southwest Bryn Mawr Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries No Bryn Mawr Entity is now nor has it ever been since December 31, 20122017, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest First Texas nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest First Texas or any Southwest First Texas Subsidiary is a creditor which as of September 30December 31, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30December 31, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s First Texas’ Disclosure Memorandum sets forth a true, correct and complete list of (i) all of the Loans of Southwest First Texas and its Subsidiaries that, (A) as of September 30December 31, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest First Texas as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and or (B) with respect to which, at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest First Texas Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s First Texas’ written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest First Texas Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest First Texas and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestFirst Texas, acquired by Southwest First Texas or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest First Texas and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s First Texas’ Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest First Texas to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest First Texas Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest First Texas nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Beneficial Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Beneficial Entity is a creditor which as of September 30creditor, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November June 30, 20162018, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.27(a) of SouthwestBeneficial’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the Beneficial Entities that, (A) as of September June 30, 2016 had an outstanding balance of $50,000 or more and 2018 were (1) on non-accrual status or (2) classified by Southwest Beneficial as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally Bankruptcy and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquity Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Beneficial Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestBeneficial’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Beneficial Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.27(e) of SouthwestBeneficial’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Beneficial to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)O) of any Southwest Beneficial Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans to Affiliates on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries No Beneficial Entity is now nor has it ever been since December 31, 20122014, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Veritex Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Veritex Entity is a creditor which that as of September 30March 31, 20162018, had an outstanding balance of $50,000 250,000 or more and under the terms of which the obligor was, as of November June 30, 20162018, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a5.25(a) of SouthwestVeritex’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the Veritex Entities that, (A) as of September 30March 31, 2016 2018 had an outstanding balance of $50,000 250,000 or more and were (1) on non-accrual status or (2) classified by Southwest Veritex as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Veritex Entity and are complete valid and correct enforceable in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestVeritex’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, standards (if any, ) of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Veritex Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e5.25(e) of SouthwestVeritex’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Veritex to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Veritex Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries No Veritex Entity is now nor has it ever been since December 31January 1, 2012, 2015 subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Green Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Green Entity is a creditor which that as of September 30March 31, 20162018, had an outstanding balance of $50,000 250,000 or more and under the terms of which the obligor was, as of November June 30, 20162018, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.27(a) of SouthwestGreen’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the Green Entities that, (A) as of September 30March 31, 2016 2018 had an outstanding balance of $50,000 250,000 or more and were (1) on non-accrual status or (2) classified by Southwest Green as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Green Entity and are complete valid and correct enforceable in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestGreen’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, standards (if any, ) of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Green Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.27(e) of SouthwestGreen’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Green to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Green Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries No Green Entity is now nor has it ever been since December 31January 1, 2012, 2015 subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries is a party to any written The allowance for loan losses reflected in First Priority’s audited consolidated balance sheet at December 31, 2016 was, and the allowance for loan losses shown on First Priority’s balance sheets for periods ending after December 31, 2016 was, or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which as of September 30will be, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor wasadequate, as of November 30the date thereof, 2016under GAAP. (b) First Priority Disclosure Schedule 4.15(b) sets forth a listing, over as of December 31, 2017, by account, of: (i) all loans (including loan participations) of First Priority Bank or any other First Priority Subsidiary that have been accelerated during the past twelve months; (ii) all loan commitments or lines of credit of First Priority Bank or any other First Priority Subsidiary which have been terminated by First Priority Bank or any other First Priority Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iii) each borrower, customer or other party which has notified First Priority Bank or any other First Priority Subsidiary during the past twelve months of, or has asserted against First Priority Bank or any other First Priority Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of First Priority, each borrower, customer or other party which has given First Priority Bank or any other First Priority Subsidiary any oral notification of, or orally asserted to or against First Priority Bank or any other First Priority Subsidiary, any such claim; (iv) all loans (A) that are contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) that are on non-accrual status or status, (2C) that as of the date of this Agreement are classified by Southwest as “Other Loans Specially Mentioned,” ”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss,” ”, “Classified,” ”, “Criticized,” “Credit Risk Assets,” “Concerned Loans,” ”, “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount identity of the obligor thereunder, (D) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (E) where a specific reserve allocation exists in connection therewith; and accrued (v) all assets classified by First Priority Bank or any First Priority Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and unpaid interest all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Except as set forth on such Loans First Priority Disclosure Schedule 4.15(b), all loans of First Priority Bank have been classified as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined 2017 in accordance with the Accounting Standards Codification Subtopic 310-40loan policies and procedures of First Priority Bank. (bc) Each Loan currently outstanding Except as set forth on First Priority Disclosure Schedule 4.15(c), all loans receivable (iincluding discounts) is evidenced by notesand accrued interest entered on the books of First Priority and the First Priority Subsidiaries arose out of bona fide arm’s-length transactions, agreements were made for good and valuable consideration in the ordinary course of First Priority’s or the appropriate First Priority Subsidiary’s respective business, and the notes or other evidences of indebtedness that with respect to such loans (including discounts) are truetrue and genuine and are what they purport to be. To the Knowledge of First Priority, genuine the loans, discounts and the accrued interest reflected on the books of First Priority and the First Priority Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by First Priority or the appropriate First Priority Subsidiary free and clear of any Liens. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (iFirst Priority Disclosure Schedule 4.15(e) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans forth, as of the date hereof by Southwest to any directorsof this Agreement, a schedule of all executive officers and principal shareholders (as directors of First Priority who have outstanding loans from First Priority or any First Priority Subsidiary, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such terms are defined in Regulation O of loan during the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which two years immediately preceding the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Lawsdate hereof. (f) Neither Southwest nor any To the Knowledge of its Subsidiaries is now nor has it ever been since December 31First Priority, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, no shares of First Priority Common Stock were purchased with the proceeds of a loan made by First Priority or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer LoansFirst Priority Subsidiary.

Loan Matters. (a) Neither Southwest nor any Section 3.22(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which list of (i) each loan that as of September June 30, 20162014, had an outstanding balance and/or unfunded commitment of $50,000 250,000 or more and under the terms of which the obligor was, that as of November 30, 2016, over such date (A) was contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) was on non-accrual status or status, (2C) was classified by Southwest as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assetswatch list,” “Concerned Loans,impaired” or “Watch Listspecial mention” (or words of similar import) by Company, together or any Governmental Authority, (D) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with the principal amount such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of and accrued and unpaid interest on each such Loan Company that as of June 30, 2014, was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy loans, and the aggregate principal amount of and accrued and unpaid interest on such Loans book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.22(a) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and (B) at any point since December 31unpaid interest, 2012on each such loan and the identity of the borrower thereunder as of June 30, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402014. (b) Each Loan currently outstanding Since December 31, 2013, Company has not engaged in, and, to the Knowledge of Company, no third-party vendors (iincluding outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) is evidenced used by notesCompany has engaged in, agreements directly or other evidences of indebtedness that are true, genuine and what they purport to beindirectly, (ii1) any foreclosures in material violation of any applicable law, including but not limited to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumServicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar Laws affecting the enforcement conduct of creditors’ rights generally and except approving or notarizing documents relating to mortgage loans that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which do not comply with any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct law in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originatedSince December 31, and is and has been administered and2013, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification Company has not yet expired. No Pools have been improperly certifiedforeclosed upon, andor taken a deed or title to, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. any real estate (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iiisingle-family residential properties) all such Loans are and were originated in compliance without complying in all material respects with all applicable Laws. FDIC environmental due diligence standards (fincluding FDIC Bulletin FIL-14-93, and update FIL-98-2006) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction byforeclosed upon, or any reduction in any loan purchase commitment fromtaken a deed or title to, any Regulatory Agency relating to such real estate if the origination, sale or servicing environmental assessment indicates the liabilities under Environmental Laws are likely in excess of mortgage or consumer Loansthe asset’s value.

Loan Matters. (a) Neither Southwest nor any Section 3.22(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which list of (i) each loan that as of September 30March 31, 20162014, had an outstanding balance and/or unfunded commitment of $50,000 250,000 or more and under the terms of which the obligor was, that as of November 30, 2016, over such date (A) was contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) was on non-accrual status or status, (2C) was classified by Southwest as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assetswatch list,” “Concerned Loans,impaired” or “Watch Listspecial mention” (or words of similar import) by Company, together or any Governmental Authority, (D) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with the principal amount such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of and accrued and unpaid interest on each such Loan Company that as of March 31, 2014, was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy loans, and the aggregate principal amount of and accrued and unpaid interest on such Loans book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.22(a) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and (B) at any point since December unpaid interest, on each such loan and the identity of the borrower thereunder as of March 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402014. (b) Each Loan currently outstanding Since December 31, 2013, Company has not engaged in, and, to the Knowledge of Company, no third-party vendors (iincluding outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) is evidenced used by notesCompany has engaged in, agreements directly or other evidences of indebtedness that are true, genuine and what they purport to beindirectly, (ii1) any foreclosures in material violation of any applicable law, including but not limited to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumServicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar Laws affecting the enforcement conduct of creditors’ rights generally and except approving or notarizing documents relating to mortgage loans that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which do not comply with any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct law in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originatedSince December 31, and is and has been administered and2013, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification Company has not yet expired. No Pools have been improperly certifiedforeclosed upon, andor taken a deed or title to, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. any real estate (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iiisingle-family residential properties) all such Loans are and were originated in compliance without complying in all material respects with all applicable Laws. FDIC environmental due diligence standards (fincluding FDIC Bulletin FIL-14-93, and update FIL-98-2006) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction byforeclosed upon, or any reduction in any loan purchase commitment fromtaken a deed or title to, any Regulatory Agency relating to such real estate if the origination, sale or servicing environmental assessment indicates the liabilities under Environmental Laws are likely in excess of mortgage or consumer Loansthe asset’s value.

Loan Matters. (ai) Neither Southwest nor any of its Subsidiaries is a party to any written or oral Loan The Target Parties’ allowance for loan and lease losses is, in which Southwest or any Southwest Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all reasonable opinion of the Loans of Southwest and its Subsidiaries thatTarget Parties’ management, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together in compliance in all material respects with the principal amount Target Parties’ existing methodology for determining the adequacy of their allowance for loan and accrued lease losses and unpaid interest on each such Loan consistent in all material respects with GAAP and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40applicable regulatory accounting requirements. (bii) Each Loan currently outstanding Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Target, each loan or other borrowing arrangement (iincluding leases, credit enhancements, commitments, guarantees, and interest-bearing assets) of Target or its Subsidiaries (collectively, the “Target Loans”) (A) is evidenced by notes, agreements agreements, or other evidences of indebtedness that are true, genuine genuine, and what they purport to be, (iiB) to the extent securedcarried on the books and records of Target and its Subsidiaries as a secured Target Loan, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens, or encumbrances, as applicable, which have been perfected perfected, and (iiiC) is a the legal, valid valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (ciii) Each No Target Loan that, as of the date of this Agreement, has an outstanding principal balance of $1,000,000 or more and that was not over 90 days or more delinquent in payment of principal or interest as of March 31, 2021, is as of the date of this Agreement over 90 days or more delinquent in payment of principal or interest. No Target Loan that, as of the date of this Agreement, has an outstanding principal balance of $1,000,000 or more and that as of March 31, 2021, was not classified by Target as “special mention,” “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list,” or words of similar import is as of the date of this Agreement so classified. (iv) Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Target, each outstanding Target Loan (including Target Loans held for resale to investors) ), other than those that are loan participations purchased by Target or its Subsidiaries, was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Target Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of Target and its Subsidiaries (and, in the case of Target Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) ), and with all applicable requirements of Laws. (dv) None of the Contracts agreements pursuant to which Target or any Southwest Entity of its Subsidiaries has sold Target Loans or pools of Loans Target Loans, or participations in Target Loans or pools of Loans contains Target Loans, contain any obligation on the part of Target or any of its Subsidiaries to repurchase any such Target Loans or interests therein solely on account of a payment default by the obligor obligors on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Target Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulationsother than first payment defaults), except where for agreements for the time for certification sale of Target Loans that are mortgage loans sold to third-party investors or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investorsgovernment sponsored entities. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (fvi) Neither Southwest Target nor any of its Subsidiaries is now nor now, or has it ever been since December 31January 1, 20122019, subject to any material fine, suspension, or settlement or any other contract or other material administrative agreement or sanction byby or with, or any material reduction in any loan purchase commitment from, any Regulatory Agency relating Governmental Entity that relates to the origination, sale sale, or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No Xxxxxxx Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary Xxxxxxx Entity is a creditor which as of September June 30, 20162019, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November June 30, 20162019, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Xxxxxxx’x Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the Xxxxxxx Entities that, (A) as of September June 30, 2016 2019 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest Xxxxxxx as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and or (B) with respect to which, at any point since December 31, 20122014, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally Bankruptcy and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquity Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Xxxxxxx Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s Xxxxxxx’x written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Xxxxxxx Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans (other than repurchase obligations arising in the Ordinary Course out of the transfer of Loans to secondary market investors) contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiariesthe Xxxxxxx Entities, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestXxxxxxx, acquired by Southwest or any of its Subsidiaries Xxxxxxx Entity (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest Xxxxxxx and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Xxxxxxx’x Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Xxxxxxx to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)O) of any Southwest Xxxxxxx Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries No Xxxxxxx Entity is now nor has it ever been since December July 31, 20122014, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any Section 3.22(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which list of (i) each loan that as of September 30March 31, 20162015, had an outstanding balance and/or unfunded commitment of $50,000 250,000 or more and under the terms of which the obligor was, that as of November 30, 2016, over such date (A) was contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) was on non-accrual status or status, (2C) was classified by Southwest as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assetswatch list,” “Concerned Loans,impaired” or “Watch Listspecial mention” (or words of similar import) by Company, together or any Governmental Authority, (D) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with the principal amount such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of and accrued and unpaid interest on each such Loan Company that as of March 31, 2015, was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy loans, and the aggregate principal amount of and accrued and unpaid interest on such Loans book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.22(a) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and (B) at any point since December unpaid interest, on each such loan and the identity of the borrower thereunder as of March 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402015. (b) Each Loan currently outstanding Since December 31, 2014, Company has not engaged in, and, to the Knowledge of Company, no third-party vendors (iincluding outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) is evidenced used by notesCompany has engaged in, agreements directly or other evidences of indebtedness that are true, genuine and what they purport to beindirectly, (ii1) any foreclosures in material violation of any applicable law, including but not limited to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumServicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar Laws affecting the enforcement conduct of creditors’ rights generally and except approving or notarizing documents relating to mortgage loans that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which do not comply with any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct law in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originatedSince December 31, and is and has been administered and2014, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification Company has not yet expired. No Pools have been improperly certifiedforeclosed upon, andor taken a deed or title to, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. any real estate (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iiisingle-family residential properties) all such Loans are and were originated in compliance without complying in all material respects with all applicable Laws. FDIC environmental due diligence standards (fincluding FDIC Bulletin FIL-14-93, and update FIL-98-2006) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction byforeclosed upon, or any reduction in any loan purchase commitment fromtaken a deed or title to, any Regulatory Agency relating to such real estate if the origination, sale or servicing environmental assessment indicates the liabilities under Environmental Laws are likely in excess of mortgage or consumer Loansthe asset’s value.

Loan Matters. (a) Neither Southwest Reliance nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest Reliance or any Southwest Reliance Subsidiary is a creditor which as of September 30, 20162018, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30October 31, 20162018, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of SouthwestReliance’s Disclosure Memorandum sets forth a true, correct and complete list of (i) all of the Loans of Southwest Reliance and its Subsidiaries that, (A) as of September 30, 2016 2018 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest Reliance as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) with respect to which, at any point since December 31, 20122013, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Reliance Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestReliance’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Reliance Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest Reliance and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestReliance, acquired by Southwest Reliance or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest Reliance and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of SouthwestReliance’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Reliance to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Reliance Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest Reliance nor any of its Subsidiaries is now nor has it ever been since December 31, 20122013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest Except as set forth in Section 3.23(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any written or oral Loan (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Southwest the Company or any Southwest Subsidiary is a creditor which as of September June 30, 20162019, had an outstanding balance of $50,000 250,000 or more and under the terms of which the obligor was, as of November June 30, 20162019, over 90 ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or five percent (5%) or greater stockholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Except as such disclosure may be limited by any applicable Law, Section 4.29(a3.23(a) of Southwest’s the Company Disclosure Memorandum Schedule sets forth a true, correct and complete list of (x) all of the Loans of Southwest the Company and its Subsidiaries that, (A) as of September June 30, 2016 had an outstanding balance of $50,000 or more and 2019, were (1) on non-accrual status or (2) classified by Southwest the Company as “Other Loans Specially Mentionedother loans specially mentioned,” “Special Mentionspecial mention,” “Substandardsubstandard,” “Doubtfuldoubtful,” “Lossloss,” “Classifiedclassified,” “Criticizedcriticized,” “Credit Risk Assetscredit risk assets,” “Concerned Loansconcerned loans,” “Watch Listwatch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such dateJune 30, 2019 and (By) at each asset of the Company or any point since December 31of its Subsidiaries that, 2012as of June 30, constituted a 2019, is classified as “Troubled Debt Restructuring,Other Real Estate Owned” as defined in and the Accounting Standards Codification Subtopic 310-40book value thereof. (b) Each Loan currently outstanding of Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent securedcarried on the books and records of the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (iii) is a the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (c) Each outstanding Loan of the Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsfederal, state and local laws, regulations and rules. (d) None of the Contracts agreements pursuant to which the Company or any Southwest Entity of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of . (e) There are no outstanding Loans originated, securitized or, to made by the Knowledge of Southwest, acquired by Southwest Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, “executive officers and principal shareholders officer” or other “insider” (as each such terms are term is defined in Regulation O of promulgated by the Federal Reserve Board (12 C.F.R. Part 215)Board) of any Southwest Entitythe Company or its Subsidiaries, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than Loans that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not are subject to and that were made and continue to be in compliance with Regulation O and (iii) all such Loans or that are and were originated in compliance in all material respects with all applicable Lawsexempt therefrom. (f) Neither Southwest the Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20122016, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Since January 1, 2016, the Company and each of its Subsidiaries has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any Loan originated by the Company or any of its Subsidiaries satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such Loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (2) the responsibilities and obligations relating to such Loans set forth in any contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, loan investor or insurer, on the other hand; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Governmental Entity, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (4) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage Loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (h) Since January 1, 2016, the Company and each of its Subsidiaries have not engaged in, and, to the knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers used by the Company or by any of its Subsidiaries, as applicable) has engaged in, directly or indirectly, (1) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Company Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to Loans that do not comply with any applicable Law. (i) Since January 1, 2016, the Company has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries No FSB Entity is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary FSB Entity is a creditor which as of September 30, 20162019, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 20162019, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.27(a) of SouthwestFSB’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries the FSB Entities that, (A) as of September 30, 2016 2019 had an outstanding balance of $50,000 or more and were (1i) on a non-accrual status or (2ii) classified by Southwest FSB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid and enforceable Liens which have been perfected perfected, and each such Lien is assignable and has the priority described in such note, agreement or other evidence of indebtedness, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally Bankruptcy and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquity Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest FSB Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestFSB’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest FSB Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.27(e) of SouthwestFSB’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof November 30, 2019 by Southwest FSB to any directors, executive officers and principal shareholders stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215) (“Regulation O”)) of any Southwest FSB Entity, (ii) there are no employee, officer, director, principal shareholder stockholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O O, and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor Section 4.27(f) of FSB’s Disclosure Memorandum sets forth a list of all Loans as of November 30, 2019 (i) as to which any FSB Entity has waived its right to collect interest or (ii) providing for an interest rate that is not consistent with FSB’s written policies for Loan pricing in effect as of its Subsidiaries the date of this Agreement. (g) No FSB Entity is now nor has it ever been since December 31, 20122016, subject to any material fine, suspension, settlement or other contract Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency Authority relating to the origination, sale or servicing of mortgage or consumer Loans. (h) Since December 31, 2016, each FSB Entity has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated by a FSB Entity satisfied in all material respects (i) all applicable Laws for the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such mortgage loans, including, as applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval, (ii) the responsibilities and obligations relating to such mortgage loans set forth in any agreement or understanding between a FSB Entity and any Regulatory Authority, loan investor or insurer, (iii) the applicable Laws, guidelines, procedures, handbooks and other requirements of any Regulatory Authority, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval and (iv) the terms and provisions of any mortgage or other collateral documents and other loan documents for each such mortgage loan, in each case applicable as of the time of such origination, processing, underwriting or credit approval. (i) Since December 31, 2016, no FSB Entity has engaged in, or, to the Knowledge of FSB, no third-party vendors (including outside law firms and other third-party foreclosure services providers) used by any FSB Entity has engaged in, directly or indirectly (i) any foreclosures in violation of any applicable Law, including the Servicemembers Civil Relief Act, or in breach of any binding regulatory agreement, or (ii) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law. (j) All guarantees of indebtedness owed to any FSB Entity, including the Federal Housing Administration, the Small Business Administration, and other state and federal agencies, are valid and enforceable according to its terms.

Loan Matters. (a) Neither Southwest Except as set forth in Section 3.23(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any written or oral Loan (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Southwest or any Southwest Subsidiary the Company is a creditor which as of September June 30, 20162017, had an outstanding balance of $50,000 250,000 or more and under the terms of which the obligor was, as of November June 30, 20162017, over 90 ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or five percent (5%) or greater stockholder of the Company or any of its Subsidiaries, or to the knowledge of the Company, any affiliate of any of the foregoing. Except as such disclosure may be limited by any applicable Law, Section 4.29(a3.23(a) of Southwest’s the Company Disclosure Memorandum Schedule sets forth a true, correct and complete list of (x) all of the Loans of Southwest and its Subsidiaries the Company that, (A) as of September June 30, 2016 had an outstanding balance of $50,000 or more and 2017, were (1) on non-accrual status or (2) classified by Southwest the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such dateJune 30, 2017 and (By) at each asset of the Company or any point since December 31of its Subsidiaries that, 2012as of June 30, constituted a 2017, is classified as “Troubled Debt Restructuring,Other Real Estate Owned” as defined in and the Accounting Standards Codification Subtopic 310-40book value thereof. (b) Each In all material respects, each Loan currently outstanding of Company and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent securedcarried on the books and records of the Company as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (iii) is a the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (c) Each outstanding Loan of the Company (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsfederal, state and local laws, regulations and rules. (d) None Except as set forth in Section 3.23(d) of the Contracts Company Disclosure Schedule, none of the agreements pursuant to which the Company or any Southwest Entity of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of . (e) There are no outstanding Loans originated, securitized or, to made by the Knowledge of Southwest, acquired by Southwest Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, “executive officers and principal shareholders officer” or other “insider” (as each such terms are term is defined in Regulation O promulgated by the Board of Governors of the Federal Reserve Board System (12 C.F.R. Part 215the “Federal Reserve”)) of any Southwest Entitythe Company, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than Loans that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not are subject to and that were made and continue to be in compliance with Regulation O and (iii) all such Loans or that are and were originated in compliance in all material respects with all applicable Lawsexempt therefrom. (f) Neither Southwest the Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20122014, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Since January 1, 2014, the Company has complied in all material respects with, and all documentation in connection with the origination, processing, underwriting and credit approval of any Loan originated by the Company or any of its Subsidiaries has, in all material respects, satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such Loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (2) the responsibilities and obligations relating to such Loans set forth in any contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, loan investor or insurer, on the other hand; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Governmental Entity, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (4) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such Loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (h) Since January 1, 2014, the Company has not engaged in, and, to the knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers used by the Company or any of its Subsidiaries, as applicable) has engaged in, directly or indirectly, (1) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Company Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to Loans that do not comply with any applicable Law. (i) Since January 1, 2014, the Company has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value. (j) The allowance for loan losses reflected in the Company’s audited balance sheet at December 31, 2016 was, and the allowance for the loan losses shown on the balance sheets in the Company Financial Statements for periods ending after such date, in the opinion of management, were, or will be, adequate as of the dates thereof, under GAAP.

Loan Matters. (a) Neither Southwest nor Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of its Subsidiaries is Delanco’s Disclosure Memorandum sets forth a party to true, correct and complete list of (i) any written or oral Loan Loans in which Southwest Delanco or any Southwest Delanco Subsidiary is a creditor which as of September June 30, 20162017, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November September 30, 20162017, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a(ii) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest Delanco and its Subsidiaries that, (A) as of September June 30, 2016 2017 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest Delanco as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point with respect to which, since December 31, 20122013, constituted a “Troubled Debt Restructuring,” as defined the interest rate has been reduced and/or the maturity date has been extended subsequent to the agreement under which such Loan or Loan participation was originally created due to concerns regarding the borrower’s ability to pay in accordance with the initial terms, excluding, in the Accounting Standards Codification Subtopic 310-40case of this clause (B), (x) those Loans Delanco classifies as government insured pool buyout loans or residential mortgage loans and (y) Loans with a principal amount of $50,000 or less individually, and (iii) each asset of Delanco or any Delanco Subsidiary that, as of June 30, 2017, is classified by Delanco as “Other Real Estate Owned” and the book value thereof, other than such assets with a book value of $50,000 or less individually. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Delanco Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestDelanco’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Delanco Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest Delanco and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestDelanco, acquired by Southwest Delanco or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest Delanco and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of SouthwestDelanco’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Delanco to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Delanco Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest Delanco nor any of its Subsidiaries is now nor has it ever been since December 31, 20122013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest Target nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest Target or any Southwest Target Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30October 31, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of SouthwestTarget’s Disclosure Memorandum sets forth a true, correct and complete list of (i) all of the Loans of Southwest Target and its Subsidiaries that, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest Target as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) with respect to which, at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Target Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestTarget’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Target Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest Target and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestTarget, acquired by Southwest Target or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest Target and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of SouthwestTarget’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest Target to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Target Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest Target nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest PLFC nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest PLFC or any Southwest PLFC Subsidiary is a creditor which as of September 30, 20162015, had an outstanding balance of $50,000 100,000 or more and under the terms of which the obligor was, as of November September 30, 20162015, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a4.28(a) of Southwest’s the PLFC Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest PLFC and its Subsidiaries that, (A) as of September 30, 2016 2015 had an outstanding balance of $50,000 100,000 or more and were (1) on non-accrual status or (2) classified by Southwest PLFC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding outstanding, (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest any PLFC Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, SouthwestPLFC’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest PLFC Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except In each case, except as would not be material to Southwest PLFC and its Subsidiaries, (i) each Loan included in a pool of Loans originated, securitized or, to the Knowledge of SouthwestPLFC, acquired by Southwest PLFC or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All , (ii) all such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No expired and (iii) no Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e4.28(e) of SouthwestPLFC’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest PLFC to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest PLFC Entity, (ii) there are no employee, officer, director, principal shareholder director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest PLFC nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any Section 3.22(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which list of (i) each loan that as of September 30March 31, 20162013, had an outstanding balance and/or unfunded commitment of $50,000 1,000,000 or more and under the terms of which the obligor was, that as of November 30, 2016, over such date (A) was contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) was on non-accrual status or status, (2C) was classified by Southwest as “Other Loans Specially Mentionedsubstandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “Classifiedcredit risk assets,” “Criticizedconcerned loans,” “Credit Risk Assetswatch list,” “Concerned Loans,impaired” or “Watch Listspecial mention” (or words of similar import) by Company, together any of its Subsidiaries or any Governmental Authority, (D) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with the principal amount such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of and accrued and unpaid interest on each such Loan Company or any of its Subsidiaries that as of March 31, 2013, was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy loans, and the aggregate principal amount of and accrued and unpaid interest on such Loans book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.22(a) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such loan and the identity of the borrower thereunder as of March 31, 2013. (Bb) at any point since Since December 31, 2012, constituted a Company and its Subsidiaries have not engaged in, and, to the Knowledge of Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers, collectively, the “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (bMortgage Vendors”) Each Loan currently outstanding (i) is evidenced used by notesCompany or by any of its Subsidiaries has engaged in, agreements directly or other evidences of indebtedness that are true, genuine and what they purport to beindirectly, (ii1) any foreclosures in material violation of any applicable law, including but not limited to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumServicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar Laws affecting the enforcement conduct of creditors’ rights generally and except approving or notarizing documents relating to mortgage loans that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which do not comply with any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct law in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originatedSince December 31, and is and has been administered and2012, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification Company has not yet expired. No Pools have been improperly certifiedforeclosed upon, andor taken a deed or title to, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. any real estate (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iiisingle-family residential properties) all such Loans are and were originated in compliance without complying in all material respects with all applicable Laws. FDIC environmental due diligence standards (fincluding FDIC Bulletin FIL-14-93, and update FIL-98-2006) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction byforeclosed upon, or any reduction in any loan purchase commitment fromtaken a deed or title to, any Regulatory Agency relating to such real estate if the origination, sale or servicing environmental assessment indicates the liabilities under Environmental Laws are likely in excess of mortgage or consumer Loansthe asset’s value.

Loan Matters. (ai) Neither Southwest nor any of its Subsidiaries is a party to any written or oral Loan The Target Parties’ allowance for loan and lease losses is, in which Southwest or any Southwest Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all reasonable opinion of the Loans of Southwest and its Subsidiaries thatTarget Parties’ management, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together in compliance in all material respects with the principal amount Target Parties’ existing methodology for determining the adequacy of their allowance for loan and accrued lease losses and unpaid interest on each such Loan consistent in all material respects with GAAP and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40applicable regulatory accounting requirements. (bii) Each Loan currently outstanding Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Target, each loan or other borrowing arrangement (iincluding leases, credit enhancements, commitments, guarantees, and interest-bearing assets) of Target or its Subsidiaries (collectively, the “Target Loans”) (A) is evidenced by notes, agreements agreements,or other evidences of indebtedness that are true, genuine genuine, and what they purport to be, (iiB) to the extent securedcarried on the books and records of Target and its Subsidiaries as a secured Target Loan, has been secured by valid Liens charges, mortgages, pledges, security interests, restrictions, claims, liens, or encumbrances, as applicable, which have been perfected perfected, and (iiiC) is a the legal, valid valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (ciii) Each No Target Loan that, as of the date of this Agreement, has an outstanding principal balance of $1,000,000 or more and that was not over 90 days or more delinquent in payment of principal or interest as of March 31, 2021, is as of the date of this Agreement over 90 days or more delinquent in payment of principal or interest. No Target Loan that, as of the date of this Agreement, has an outstanding principal balance of $1,000,000 or more and that as of March 31, 2021, was not classified by Target as “special mention,” “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list,” or words of similar import is as of the date of this Agreement so classified. (iv) Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on Target, each outstanding Target Loan (including Target Loans held for resale to investors) ), other than those that are loan participations purchased by Target or its Subsidiaries, was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Target Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of Target and its Subsidiaries (and, in the case of Target Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) ), and with all applicable requirements of Laws. (dv) None of the Contracts agreements pursuant to which Target or any Southwest Entity of its Subsidiaries has sold Target Loans or pools of Loans Target Loans, or participations in Target Loans or pools of Loans contains Target Loans, contain any obligation on the part of Target or any of its Subsidiaries to repurchase any such Target Loans or interests therein solely on account of a payment default by the obligor obligors on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Target Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulationsother than first payment defaults), except where for agreements for the time for certification sale of Target Loans that are mortgage loans sold to third-party investors or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investorsgovernment sponsored entities. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (fvi) Neither Southwest Target nor any of its Subsidiaries is now nor now, or has it ever been since December 31January 1, 20122019, subject to any material fine, suspension, or settlement or any other contract or other material administrative agreement or sanction byby or with, or any material reduction in any loan purchase commitment from, any Regulatory Agency relating Governmental Entity that relates to the origination, sale sale, or servicing of mortgage or consumer Loans.

Loan Matters. (a) Neither Southwest nor any Section 3.22(a) of its Subsidiaries is the Company Disclosure Schedule sets forth a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which list of (i) each loan that as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over (A) was contractually past due 90 days or more delinquent in the payment of principal or and/or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (AB) was on non-accrual status, (C) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by Company, or any Governmental Authority, (D) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of Company that as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) 2016, was classified by Southwest as “Other Loans Specially Mentionedother real estate owned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch Listother repossessed assets” or words of similar importas an asset to satisfy loans, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.22(a) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and (B) at any point since December 31unpaid interest, 2012on each such loan and the identity of the borrower thereunder as of September 30, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-402016. (b) Each Loan currently outstanding Since December 31, 2015, Company has not engaged in, and, to the Knowledge of Company, no third-party vendors (iincluding outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) is evidenced used by notesCompany has engaged in, agreements directly or other evidences of indebtedness that are true, genuine and what they purport to beindirectly, (ii1) any foreclosures in material violation of any applicable law, including but not limited to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumServicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar Laws affecting the enforcement conduct of creditors’ rights generally and except approving or notarizing documents relating to mortgage loans that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which do not comply with any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct law in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originatedSince December 31, and is and has been administered and2015, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification Company has not yet expired. No Pools have been improperly certifiedforeclosed upon, andor taken a deed or title to, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. any real estate (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iiisingle-family residential properties) all such Loans are and were originated in compliance without complying in all material respects with all applicable Laws. FDIC environmental due diligence standards (fincluding FDIC Bulletin FIL-14-93, and update FIL-98-2006) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction byforeclosed upon, or any reduction in any loan purchase commitment fromtaken a deed or title to, any Regulatory Agency relating to such real estate if the origination, sale or servicing environmental assessment indicates the liabilities under Environmental Laws are likely in excess of mortgage or consumer Loansthe asset’s value.

Loan Matters. (a) Neither Southwest nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may would not reasonably be limited by any applicable Lawlikely to have, Section 4.29(a) either individually or in the aggregate, a Material Adverse Effect on Parent, each Loan of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest Parent and its Subsidiaries that, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent securedcarried on the books and records of Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (iii) is a the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respectsEnforceability Exceptions. (cb) Each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsfederal, state and local laws, regulations and rules. (dc) None Section 4.19(c) of Parent Disclosure Schedule sets forth a true, correct and complete list of (x) all of the Contracts pursuant to which any Southwest Entity has sold Loans of Parent Bank and its Subsidiaries with a balance of $1,000,000 or pools more that, as of Loans June 30, 2019, were classified by Parent Bank as “other loans specially mentioned,” “special mention,” “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or participations in Loans or pools words of Loans contains any obligation to repurchase similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans or interests therein solely on account as of a payment default by the obligor on any such Loan. Except as would not be material to Southwest June 30, 2019 and its Subsidiaries, (y) each Loan included in a pool asset of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest Parent or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified orthat, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of June 30, 2019, is classified as “Other Real Estate Owned” and the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Lawsbook value thereof. (f) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.