Common use of Loan Matters Clause in Contracts

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March 31, 2017 was, and the allowance for loan losses shown on the balance sheets in the Company Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 2017, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 was, and the allowance for loan losses shown on the balance sheets in the Company Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings Institute Bank and Trust Company to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve FRB (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 20172018, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings Institute Bank and Trust Company during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsSavings Institute Bank and Trust Company, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsSavings Institute Bank and Trust Company, each borrower, customer or other party that has given the Company or Xxxxxxx Savings Institute Bank and Trust Company any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsSavings Institute Bank and Trust Company, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings Institute Bank and Trust Company as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, the Loans are not subject to any pending, or to the Knowledge of the Company, the Loans are not subject to any threatened defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and validvalid (except as may be limited by the Enforceability Exceptions), and in each case, true, genuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of soliciting, originating, approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 was2018 and unaudited balance sheet at June 30, 2019 were, and the allowance for loan losses shown on the balance sheets in the Company Reports 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. (iv) None of the agreements pursuant to which the Company or any 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 because of a payment default by the obligor on any such Loan. (v) (Aa) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings any of its Subsidiaries to any directors, executive officers and officers, principal stockholders shareholders or other insider (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director director, or other insider (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Except as such disclosure may be limited by any applicable law, rule or regulation, the Company’s Disclosure Letter sets forth a listing, as of September June 30, 20172019, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings the Company or its Subsidiaries during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savingsits Subsidiaries, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savingsits Subsidiaries, each borrower, customer or other party that has given the Company or Xxxxxxx Savings its Subsidiaries any oral notification of, or orally asserted to or against Company or Xxxxxxx Savingsits Subsidiaries, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to after the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith, in each case of clauses (B)(1) to (B)(5), 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 (C) all other assets classified by the Company or Xxxxxxx Savings its Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-in- substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company Acacia FSB or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices andpractices, to the Knowledge of the Company, the Loans and are not subject to any known defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyAcacia FSB’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyAcacia FSB’s audited balance sheet at March December 31, 2017 2011 was, and the allowance for loan losses shown on the balance sheets in the Company Acacia FSB’s Reports for periods ending after such date, in (except with respect to the opinion of management2005-2008 I/O Loans and the Second Lien Loans, were, as to which no representation or warranty is made) was or will be, adequate, as be calculated in accordance with the policies and procedures adopted by the Board of the dates thereof, under GAAPDirectors of Acacia FSB. (iv) None of the agreements pursuant to which the Company Acacia FSB or any 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 occurring after the first six payments on such Loan. , and the first six payments on such Loan (v) (A) The Company’s Disclosure Letter sets forth a list or such lesser amount of all Loans payments due as of the date hereof hereof) have been made by the Company or Xxxxxxx Savings to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate obligor thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable lawswithout default. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 2017, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All To the knowledge of Victory Bancorp, all Loans held by the Company Victory Bancorp or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge knowledge of the CompanyVictory Bancorp, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyVictory Bancorp’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyVictory Bancorp’s audited balance sheet at March December 31, 2017 2012 was, and the allowance for loan losses shown on the balance sheets in the Company Reports Victory Bancorp’s reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company Victory Bancorp or any 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. (v) (A) The CompanyVictory Bancorp’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company Victory Bancorp or Xxxxxxx Savings Victory Bank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company Victory Bancorp or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The CompanyVictory Bancorp’s Disclosure Letter sets forth a listing, as of September 30, 20172013, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4D) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5E) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company IIBK or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the CompanyIIBK, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyIIBK’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyIIBK’s audited balance sheet statement of financial condition at March December 31, 2017 was, and the allowance for loan losses shown on the balance sheets statements of financial condition in the Company IIBK Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company IIBK or any of its Subsidiaries has sold Loans or pools of Loans Loans, or participations in Loans or pools of Loans 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. (v) (A) The CompanyIIBK’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings IIBK to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215), as implemented by the FDIC) of the Company IIBK or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The CompanyIIBK’s Disclosure Letter sets forth a listing, as of September 30August 31, 20172018, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings IIBK during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsIIBK, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsIIBK, each borrower, customer or other party that has given the Company or Xxxxxxx Savings IIBK any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsIIBK, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings IIBK as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company Buyer or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices andpractices, to the Knowledge of the Company, the Loans and are not subject to any known defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyBuyer’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyBuyer’s audited balance sheet at March December 31, 2017 2011 was, and the allowance for loan losses shown on the balance sheets in the Company Buyer’s Reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company Buyer or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 2017, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 2011 was, and the allowance for loan losses shown on the balance sheets in the Company Company’s Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 2017, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices practices, and, to the Knowledge knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 2010 was, and the allowance for loan losses shown on the balance sheets in the Company Company’s Reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings CommerceFirst Bank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September November 30, 20172011, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5,” Watch”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss” or words of similar import, (4D) that where 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 considered troubled debt restructurings or less than ninety (90) days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (5F) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, the Loans are not subject to any pending, or to the Knowledge of the Company, the Loans are not subject to any threatened defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and validvalid (except as may be limited by the Enforceability Exceptions), and in each case, true, genuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of soliciting, originating, approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at December 31, 2017 and unaudited balance sheet at March 31, 2017 was2018 were, and the allowance for loan losses shown on the balance sheets in the Company Reports 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. (iv) None of the agreements pursuant to which the Company or any 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 because of a payment default by the obligor on any such Loan. (v) (Aa) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings any of its Subsidiaries to any directors, executive officers and officers, principal stockholders or other insider (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director director, or other insider (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Except as such disclosure may be limited by any applicable law, rule or regulation, the Company’s Disclosure Letter sets forth a listing, as of September 30May 31, 20172018, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings the Company or its Subsidiaries during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savingsits Subsidiaries, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savingsits Subsidiaries, each borrower, customer or other party that has given the Company or Xxxxxxx Savings its Subsidiaries any oral notification of, or orally asserted to or against Company or Xxxxxxx Savingsits Subsidiaries, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to after the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith, in each case of clauses (B)(1) to (B)(5), 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 (C) all other assets classified by the Company or Xxxxxxx Savings its Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices practices, and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, including the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 2019 was, and the allowance for loan losses shown on the balance sheets in the Company SEC Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None Except as set forth in Section 3.2(w) of the Company’s Disclosure Letter, none of the agreements pursuant to which the Company or any 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. (v) (A) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings Standard Bank to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O of the Federal Reserve FRB’s regulations (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a listing, as of September June 30, 20172020, by account, of: (A) each borrower, customer or other party that which has notified Xxxxxxx Savings Standard Bank during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsStandard Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsStandard Bank, each borrower, customer or other party that has given the Company or Xxxxxxx Savings Standard Bank any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsStandard Bank, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are considered troubled debt restructurings or less than ninety (90) days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (56) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings Standard Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All To the knowledge of HV Bank, all Loans held by the Company or any of its Subsidiaries HV Bank were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge knowledge of the CompanyHV Bank, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyHV Bank’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyHV Bank’s audited balance sheet at March 31June 30, 2017 2013, was, and the allowance for loan losses shown on the balance sheets in the Company Reports HV Bank‘s reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company HV Bank or any 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. (v) (A) The CompanyHV Bancorp’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings HV Bank to any directors, directors and executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company HV Bank or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The CompanyHV Bancorp’s Disclosure Letter sets forth a listing, as of September June 30, 20172013, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4D) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5E) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet statement of financial condition at March December 31, 2017 was, and the allowance for loan losses shown on the balance sheets statements of financial condition in the Company Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings INB to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30March 31, 20172018, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings INB during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsINB, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsINB, each borrower, customer or other party that has given the Company or Xxxxxxx Savings INB any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsINB, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings INB as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices practices, and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences evidence of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements areare enforceable, in all material respectsvalid, enforceable true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, including the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 2021 was, and the allowance for loan losses shown on the balance sheets in the Company SEC Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None Except as provided in Section 3.2(w) of the Company’s Disclosure Letter, none of the agreements pursuant to which the Company or any 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. (v) (A) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings Envision Bank to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O of the Federal Reserve FRB’s regulations (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a listing, as of September 30February 28, 20172022, by account, of: (A) each borrower, customer or other party that which has notified Xxxxxxx Savings Envision Bank during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsEnvision Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsEnvision Bank, each borrower, customer or other party that has given the Company or Xxxxxxx Savings Envision Bank any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsEnvision Bank, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are considered troubled debt restructurings or less than ninety (90) days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (56) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings Envision Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (ia) All (A) Section 3.25(a) of the Company Disclosure Letter sets forth a list of all Loans held (as hereinafter defined) “ as of the date hereof by Company and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Company or any of its Subsidiaries were made in all material respects for goodSubsidiaries, valuable and adequate consideration (B) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the ordinary course of note or other relevant credit or security agreement or on which the business, borrower is paying a rate which was below market at the time the Loan was originated and (C) all such Loans are and were originated in accordance compliance in all material respects with sound banking practices all applicable Laws. For the purposes of this Agreement the term “Loans” means any and all loans and other extensions of credit (including commitments to extend credit). (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, to where applicable, serviced, and the Knowledge of the Company, the Loans relevant Loan files are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements arebeing maintained, in all material respectsrespects in accordance with the relevant notes or other credit or security documents, enforceable Company’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 validwith all applicable requirements of Laws. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March 31, 2017 was, and the allowance for loan losses shown on the balance sheets in the Company Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (ivc) None of the agreements pursuant to which the Company or any 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. (vd) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)Section 3.25(d) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, identifies (A) each Loan that as of September 30, 2017, by account, of: 2014 (Ai) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1) that are was contractually past due ninety (90) 90 days or more in the payment of principal and/or interest, (2ii) that are was on non-accrual status, (3iii) that are was classified as “Pass 5substandard,” “Special Mentiondoubtful,” “Substandardloss,” “Doubtfulclassified,” “Losscriticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Company, any of its Subsidiaries or any applicable regulatory authority, (4iv) that 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 considered troubled debt restructurings or less than 90 days past due, (v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and such initial terms, (5vi) where a specific reserve allocation exists in connection therewith; , or (vii) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (B) each asset of Company or any of its Subsidiaries that as of September 30, 2014 was classified as OREO or as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (A) above, Section 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of date. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all other assets classified material respects with all applicable Laws at the time of origination or purchase by the Company or Xxxxxxx Savings as real estate its Subsidiaries and are complete and correct in all material respects. (f) To the Knowledge of Company, each Loan included in a pool of Loans originated, acquired through foreclosure or serviced by 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 lieu of foreclosuresuch Pool. All such Pools have been finally certified or, including in-substance foreclosuresif 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 no Loan has been bought out of a Pool without all other assets currently held that were acquired through foreclosure or in lieu required approvals of foreclosurethe applicable investors.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March 31, 2017 2011 was, and the allowance for loan losses shown on the balance sheets in the Company Company’s Reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings New England Bank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30March 31, 20172012, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4D) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5E) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company CKF Bancorp or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices andpractices, to the Knowledge of the Company, the Loans and are not subject to any known defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyCKF Bancorp’s nor any of its Subsidiaries’ practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyCKF Bancorp’s audited balance sheet at March December 31, 2017 2010 was, and the allowance for loan losses shown on the balance sheets in the Company CKF Reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company CKF Bancorp or any 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. (v) (A) The CompanyCKF Bancorp’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company CKF Bancorp or Xxxxxxx Savings Central Kentucky Federal to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company CKF Bancorp or any of its SubsidiariesCentral Kentucky Federal, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The CompanyCKF Bancorp’s Disclosure Letter sets forth a listing, as of September 30, 20172011, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5,” Watch”, “Special Mention,” ”, “Substandard,” ”, “Doubtful,” ”, “Loss” or words of similar import, (4D) that where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are considered troubled debt restructurings or less than ninety (90) days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (5F) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal ReserveReserve Board, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March 31, 2017 2011 was, and the allowance for loan losses shown on the balance sheets in the Company Company’s Reports for periods ending after such date, in the opinion of management, were, was or will be, be adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings New England Bank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate affiliate thereof 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 that which was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30March 31, 20172012, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx Savings, each borrower, customer or other party that has given the Company or Xxxxxxx Savings any oral notification of, or orally asserted to or against Company or Xxxxxxx Savings, any such claim; and (B) all Loans (1A) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4D) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5E) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries CMYF were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the CompanyCMYF, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid, except as may be provided by bankruptcy, insolvency and similar laws and general principles of equity. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the CompanyCMYF’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the CompanyCMYF’s audited balance sheet statement of financial condition at March December 31, 2017 was2017, and the allowance for loan losses shown on the balance sheets in the Company Reports for periods ending after such dateCMYF’s interim statement of financial condition as of June 30, 2018, in the opinion of management, were, or will be, were adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any of its Subsidiaries CMYF 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. (v) (A) The CompanyCMYF’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings CMYF to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215), as implemented by the FDIC) of the Company or any of its SubsidiariesCMYF, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The CompanyCMYF’s Disclosure Letter sets forth a listing, as of September 30August 31, 20172018, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings CMYF during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsCMYF, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsCMYF, each borrower, customer or other party that has given the Company or Xxxxxxx Savings CMYF any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsCMYF, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings CMYF as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices practices, and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable enforceable, valid, true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, including the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 was, and the allowance for loan losses shown on the balance sheets in the Company SEC Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None Except as set forth in Section 3.2(w) of the Company’s Disclosure Letter, none of the agreements pursuant to which the Company or any 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. (v) (A) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings Pilgrim Bank to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O of the Federal Reserve FRB’s regulations (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Section 3.2(w) of the Company’s Disclosure Letter sets forth a listing, as of September June 30, 20172018, by account, of: (A) each borrower, customer or other party that which has notified Xxxxxxx Savings Pilgrim Bank during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsPilgrim Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsPilgrim Bank, each borrower, customer or other party that has given the Company or Xxxxxxx Savings Pilgrim Bank any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsPilgrim Bank, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that where 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 considered troubled debt restructurings or less than ninety (90) days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (56) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings Pilgrim Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements are, in all material respects, enforceable and valid. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, the Truth In Lending Act, Regulations O and Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan losses reflected in the Company’s audited balance sheet at March December 31, 2017 2018 was, and the allowance for loan losses shown on the balance sheets in the Company Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which the Company or any 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. (v) (A) The Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or Xxxxxxx Savings Millington Bank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) except as set forth in the Company’s Disclosure Letter, there are no Loans to any employee, officer, director or Affiliate thereof 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 that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Company’s Disclosure Letter sets forth a listing, as of September 30, 20172019, by account, of: (A) each borrower, customer or other party that has notified Xxxxxxx Savings Millington Bank during the past twelve (12) months of, or has asserted against the Company or Xxxxxxx SavingsMillington Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or Xxxxxxx SavingsMillington Bank, each borrower, customer or other party that has given the Company or Xxxxxxx Savings Millington Bank any oral notification of, or orally asserted to or against Company or Xxxxxxx SavingsMillington Bank, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass Watch 5,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that are considered troubled debt restructurings or where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms and (5) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or Xxxxxxx Savings Millington Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.