Common use of Loan Matters Clause in Contracts

Loan Matters. (a) (i) Section 4.22(a) of the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons or any of its Subsidiaries; (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has been solicited and originated and is administered and serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Seasons’ underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rules. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none of the agreements pursuant to which Seasons 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. (d) Except as set forth in Section 4.22(d) of the Seasons Disclosure Schedule, none of Seasons or any of its Subsidiaries is now nor has it ever been subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investor. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) (i) Section 4.22(a3.22(a) of the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons or any of its Subsidiaries; ; (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a3.22(a) of the Seasons Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) except as listed in Section 4.22(a3.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has been solicited and originated and is administered and serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Seasons’ underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rules. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none of the agreements pursuant to which Seasons 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. (d) Except as set forth in Section 4.22(d) of the Seasons Disclosure Schedule, none of Seasons or any of its Subsidiaries is now nor has it ever been subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investor. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a1) In the case of the Company: (iA) Section 4.22(a4.3(x)(1) of the Seasons Disclosure Schedule Letter sets forth a list of all loans and other extensions of credit (including commitments to extend credit) (“Loans”) as of the date hereof by Seasons the Company and its Subsidiaries subsidiaries to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons the Company or any of its Subsidiaries; subsidiaries, (iiB) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iiiC) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made originated in compliance in all material respects with all applicable laws and regulationsLaws. (b2) Each outstanding loan Loan (including loans Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ the Company’s written underwriting standards (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rulesLaws. (c3) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons the Company or any of its Subsidiaries subsidiaries has sold loans Loans or pools of loans Loans or participations in loans Loans or pools of loans Loans contains any obligation to repurchase such loans Loans or interests therein solely on account of a payment default by the obligor on any such loanLoan. (d4) Except as set forth in Section 4.22(d4.3(x)(4) of the Seasons Disclosure ScheduleLetter identifies (A) each Loan that as of March 31, none 2010 had an outstanding balance and/or unfunded commitment of Seasons $1,000,000 or more and that as of such date (i) was contractually past due 90 days or more in the payment of principal and/or interest, (ii) was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by the Company, any of its subsidiaries or any applicable regulatory authority, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (vi) 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 the Company or any of its Subsidiaries is now nor has it ever been subject subsidiaries that as of March 31, 2010 was classified as OREO or as an asset to any finesatisfy Loans, suspensionincluding repossessed equipment, settlement or other agreement or other administrative agreement or sanction byand the book value thereof as of such date. For each Loan identified in response to clause (A) above, or any reduction in any loan purchase commitment fromSection 4.3(x)(4) of the Company’s Disclosure Letter sets forth the outstanding balance, HUDincluding accrued and unpaid interest, ▇▇▇▇▇▇ Maeon each such Loan and the identity of the borrower thereunder as of March 31, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investor2010. (e5) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of Seasons 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 Company’s knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its Subsidiaries is 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 material respects with all applicable federal, state Laws at the time of origination or purchase by the Company or its subsidiaries and local laws, rules are complete and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and correct in all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loansmaterial respects.

Loan Matters. (a) (iA) Section 4.22(a3.25(a) of the Seasons Company Disclosure Schedule Letter sets forth a list of all extensions Loans (as hereinafter defined) “ as of credit (including commitments to extend credit) (“Loans”) the date hereof by Seasons Company and its Subsidiaries to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons Company or any of its Subsidiaries; , (iiB) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iiiC) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made originated in compliance in all material respects with all applicable laws Laws. For the purposes of this Agreement the term “Loans” means any and regulationsall loans and other extensions of credit (including commitments to extend credit). (b) Each outstanding loan Loan (including loans Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ Company’s written underwriting standards (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rulesLaws. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons Company or any of its Subsidiaries has sold loans Loans or pools of loans Loans or participations in loans Loans or pools of loans Loans contains any obligation to repurchase such loans Loans or interests therein solely on account of a payment default by the obligor on any such loanLoan. (d) Except as set forth in Section 4.22(d3.25(d) of the Seasons Company Disclosure ScheduleLetter identifies (A) each Loan that as of September 30, none 2014 (i) was contractually past due 90 days or more in the payment of Seasons principal and/or interest, (ii) was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “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, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (vi) 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 is now nor has it ever been subject that as of September 30, 2014 was classified as OREO or as an asset to any finesatisfy Loans, suspensionincluding repossessed equipment, settlement or other agreement or other administrative agreement or sanction byand the book value thereof as of such date. For each Loan identified in response to clause (A) above, or any reduction in any loan purchase commitment fromSection 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, HUDincluding accrued and unpaid interest, ▇▇▇▇▇▇ Mae, on each such Loan and the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to identity of the origination, sale or servicing borrower thereunder as of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investordate. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of Seasons 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 Subsidiaries is 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 material respects with all applicable federalLaws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects. (f) To the Knowledge of Company, state each Loan included in a pool of Loans originated, acquired 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 local loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, including except where the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Acttime 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 HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to required approvals of the origination, sale and servicing of mortgage and consumer loansapplicable investors.

Loan Matters. (a) (iA) Section 4.22(a3.25(a) of the Seasons Company Disclosure Schedule Letter sets forth a list of all loans and other extensions of credit (including commitments to extend credit) (“Loans”) as of the date hereof by Seasons Company and its Subsidiaries to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons Company or any of its Subsidiaries; , (iiB) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iiiC) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made originated in compliance in all material respects with all applicable laws and regulationsLaws. (b) Each outstanding loan Loan (including loans Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ Company’s written underwriting standards (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rulesLaws. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons Company or any of its Subsidiaries has sold loans Loans or pools of loans Loans or participations in loans Loans or pools of loans Loans contains any obligation to repurchase such loans Loans or interests therein solely on account of a payment default by the obligor on any such loanLoan. (d) Except as set forth in Section 4.22(d3.25(d) of the Seasons Company Disclosure ScheduleLetter identifies (A) each Loan that as of September 30, none 2014 (i) was contractually past due 90 days or more in the payment of Seasons principal and/or interest, (ii) was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “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, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (vi) 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 is now nor has it ever been subject that as of September 30, 2014 was classified as OREO or as an asset to any finesatisfy Loans, suspensionincluding repossessed equipment, settlement or other agreement or other administrative agreement or sanction byand the book value thereof as of such date. For each Loan identified in response to clause (A) above, or any reduction in any loan purchase commitment fromSection 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, HUDincluding accrued and unpaid interest, ▇▇▇▇▇▇ Mae, on each such Loan and the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to identity of the origination, sale or servicing borrower thereunder as of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investordate. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of Seasons 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 Subsidiaries is 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 material respects with all applicable federalLaws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects. (f) To the Knowledge of Company, state each Loan included in a pool of Loans originated, acquired 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 local loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, including except where the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Acttime 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 HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to required approvals of the origination, sale and servicing of mortgage and consumer loansapplicable investors.

Loan Matters. (a) (i) Section 4.22(a) of the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) Each Oxygen Loan originated by Seasons Oxygen and its Subsidiaries and, to any directorsthe Knowledge of Oxygen, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons or any of its Subsidiaries; (ii) there are no employee, officer, director or each other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the Oxygen Loan was made; and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has been solicited and originated and is and, during the period of time such Oxygen Loan was originated, held or serviced by Oxygen or its Subsidiaries, was administered and serviced, and the relevant Loan loan files are being were maintained, in all material respects in accordance with the relevant loan Loan documents, Seasons’ the underwriting standards (of the originating bank and, in the case of loans such Oxygen Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) investors and with all applicable requirements of federalLaw, state applicable GSE Requirements, Governmental Insurer Requirements and local laws, regulations and rulesInvestor/Insurer Requirements. (cb) Except as set forth in Section 4.22(c3.23(a)(i) of the Seasons Oxygen Disclosure Schedule, none of the agreements Oxygen is not bound by an agreement pursuant to which Seasons Loans or pools of Loans or participations in Loans have been sold that contains any obligation of Oxygen 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 Loans or interests therein solely on account of a payment default by the obligor on any such loanLoan. Section 3.23(b) of the Oxygen Disclosure Schedule sets forth a true and correct report as regarding the current status of (A) repurchase requests received by Oxygen or any of its Subsidiaries to repurchase any Loan or interests therein serviced by Financial Freedom, and (B) Oxygen’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein, in each case by any GSE, Governmental Insurer, private mortgage insurer or investor. (c) Each of Oxygen and its Subsidiaries, as applicable, is approved by and is in good standing: (i) as a supervised mortgagee by HUD to originate and service Title I FHA STRICTLY CONFIDENTIAL EXECUTION mortgage Loans; (ii) by the VA to originate and service VA Loans; (iii) as a seller/servicer by ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac and (iv) by ▇▇▇▇▇▇ Mae to issue mortgage backed securities. (d) Except as set forth in Section 4.22(d) None of the Seasons Disclosure Schedule, none of Seasons Oxygen or any of its Subsidiaries is now nor has it ever been since January 1, 2011 subject to any material fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan Loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac any GSE or other investor, or any federal or state agency Governmental Insurer relating to the origination, sale or servicing of mortgage or consumer loansLoans. Seasons Oxygen has not received any written notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose any GSE proposes to limit or terminate the underwriting authority of Seasons Oxygen and its Subsidiaries or to increase the guarantee fees payable to such investorany GSE or Governmental Insurer. (e) Each Since March 19, 2009, except as would not reasonably be expected to be, individually or in the aggregate, material to Oxygen or its Subsidiaries, taken as a whole, each of Seasons Oxygen and its Subsidiaries is has been in compliance in all material respects with all applicable federal, state and local lawsLaws, rules and regulationsregulations and related regulatory guidance, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices ActAct and all GSE Requirements, USA Patriot Act Governmental Insurer Requirements and Investor/Insurer Requirements. (f) Each Loan included in a pool of 2001Loans originated, Bank Secrecy Actsecuritized or, to the Knowledge of Oxygen, acquired by Oxygen or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all HUDrequired approvals of the applicable investors. (g) Each Oxygen Loan that is a mortgage Loan or reverse mortgage Loan is evidenced by a mortgage note or other valid and enforceable documentation and is duly secured by a valid first lien or subordinate lien on the related mortgaged property, ▇▇▇▇▇▇ Maein each case, ▇▇▇▇▇▇ ▇▇▇on such forms and with terms that comply with applicable Law. Each such mortgage note and the related mortgage is genuine and each is the legal, ▇▇▇▇▇▇▇ Macvalid and binding obligation of the maker thereof, other enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions. (h) The Advances, net of reserves, are valid and subsisting amounts owing to Oxygen and its applicable Subsidiary and are carried on the books of Oxygen or the applicable Subsidiary at values determined in accordance with GAAP, and are not subject to setoffs or claims arising from acts or omissions of Oxygen or any of its Subsidiaries. No GSE, Governmental Insurer, private mortgage insurer or investor and mortgage insurance company requirements relating has claimed any defense, offset or counterclaim to the origination, sale and servicing repayment of mortgage and consumer loans.any Advance that is pending. STRICTLY CONFIDENTIAL EXECUTION

Loan Matters. (a) (i) Section 4.22(a) All Loans held by CMYF were made in all material respects for good, valuable and adequate consideration in the ordinary course of the Seasons business, in accordance in all material respects with sound banking practices and, to the Knowledge of CMYF, 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 CMYF’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 CMYF’s audited statement of financial condition at December 31, 2017, and the allowance for loan losses shown on the CMYF’s interim statement of financial condition as of June 30, 2018, in the opinion of management, were adequate, as of the dates thereof, under GAAP. (iv) None of the agreements pursuant to which CMYF has sold Loans or pools of Loans or participations in 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) CMYF’s Disclosure Schedule Letter sets forth a list of all extensions Loans as of credit (including commitments to extend credit) (“Loans”) the date hereof by Seasons and its Subsidiaries CMYF to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215), as implemented by the FDIC) of Seasons or any of its Subsidiaries; CMYF, (iiB) there are no Loans to any employee, officer, director or other affiliate Loans Affiliate thereof on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which that was below market at the time the Loan was made; or is not in compliance with Regulation O and (iiiC) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made originated in compliance in all material respects with all applicable laws and regulationslaws. (bvi) Each outstanding loan CMYF’s Disclosure Letter sets forth a listing, as of August 31, 2018, by account, of: (including loans held for resale to investorsA) each borrower, customer or other party that has been solicited and originated and is administered and servicednotified CMYF during the past twelve (12) months of, and the relevant Loan files are being maintainedor has asserted against CMYF, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of CMYF, each borrower, customer or other party that has given CMYF any oral notification of, or orally asserted to or against CMYF, any such claim; and (B) all material respects 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 “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 relevant loan documents, Seasons’ underwriting standards Loan’s original terms and (and, 5) where a specific reserve allocation exists in the case connection therewith; and (C) all other assets classified by CMYF as real estate acquired through foreclosure or in lieu of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rules. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none of the agreements pursuant to which Seasons 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. (d) Except as set forth in Section 4.22(d) of the Seasons Disclosure Schedule, none of Seasons or any of its Subsidiaries is now nor has it ever been subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investor. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulationsforeclosure, including the Truthin-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Actsubstance foreclosures, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing assets currently held that were acquired through foreclosure or in lieu of mortgage and consumer loansforeclosure.

Loan Matters. (a) There are (i) Section 4.22(a) of the Seasons Disclosure Schedule sets forth a list of all no loans and other extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and or principal stockholders (as such terms are defined in the Federal Reserve’s Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons the Bank or any of its Subsidiaries; , (ii) there are no Loans to any employee, officer, officer or director of the Bank or other affiliate Loans Affiliate of the Bank on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all no such Loans are and that were made not originated in compliance in all material respects with all applicable laws and regulationsLaws. (b) Each outstanding loan Loan (including loans Loans held for resale to investors or previously sold to investors) has been solicited and originated originated, and is and has been administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ the Bank’s written underwriting standards (and, in the case of loans Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state Laws and local laws, regulations applicable requirements of any government-sponsored enterprise program. The Bank and rulesits Subsidiaries have properly fulfilled in all material respects their contractual responsibilities and duties in any Loans in which they act as the lead lender or servicer and have complied in all material respects with their duties as required under applicable regulatory requirements. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons the Bank or any of its Subsidiaries has sold loans Loans or pools of loans Loans or participations in loans Loans or pools of loans Loans contains any obligation to repurchase such loans Loans or interests therein solely on account therein, other than repurchase obligations arising upon a breach of a payment default by the obligor on any such loanrepresentations and warranties, covenants or other obligations. (d) Except as set forth in Section 4.22(d3.24(d) of the Seasons Bank Disclosure ScheduleLetter sets forth a true and complete list of (i) each Loan that as of June 30, none 2017 (A) was contractually past due ninety (90) days or more in payment of Seasons principal and/or interest, (B) was on non-accrual status, (C) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by the Bank, any of its Subsidiaries or any applicable regulatory authority, (D) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 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 agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (ii) each asset of the Bank or any of its Subsidiaries is now nor has it ever that as of the date hereof 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 (i) above, Section 3.24(d) of the Bank 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 such date. True and complete copies of the currently effective lending policies and practices of the Bank and each of its Subsidiaries have been subject made available to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating Purchaser prior to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investordate hereof. (e) Each outstanding Loan (i) is evidenced by notes, agreements or other evidences of Seasons indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books of the Bank or its Subsidiaries as a secured Loan, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Bank Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable federalLaws at the time of origination or purchase by the Bank or its Subsidiaries and are complete and correct in all material respects. (f) To the knowledge of the Bank, state each Loan included in a pool of Loans originated, acquired or serviced by the Bank or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and local loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, including except where the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Acttime 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 HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to required approvals of the origination, sale and servicing of mortgage and consumer loansapplicable investors.

Loan Matters. (a) (i) Section 4.22(a) of No Loans have been made or originated or are held by Bancshares. All Loans made, originated, or held by the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons Bank or any of its Subsidiaries; Subsidiaries (iicollectively, the “Bank Loans”) there are no employee(A) were made or originated for good, officervaluable, director or other affiliate Loans on which the borrower is paying a rate other than that reflected and adequate consideration in the note or the relevant credit agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) ordinary course of the Seasons Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the Loan was made; business and (iiiB) except as listed in Section 4.22(a) of the Seasons Disclosure Schedulewere solicited and originated, all such Loans and are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has have been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are and have been being maintained, maintained in all material respects respects, in accordance with (1) the relevant loan notes or other credit or security documents, Seasons’ (2) the applicable underwriting and servicing standards of the Bank (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) and with all applicable requirements Laws. To the Knowledge of federalthe Bancshares Parties, state none of the Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the Bank Loans and local lawsall pledges, regulations mortgages, deeds of trust, and rulesother collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (cii) Except as set forth in Section 4.22(con Schedule 4.2(x)(ii) of the Seasons Bancshares Disclosure ScheduleMemorandum, neither the terms of any Loan held, originated, made, administered, or serviced by the Bank or any of its Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor the Bank’s or its Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any state Laws relating to consumer protection, installment sales, or usury. (iii) The Bancshares Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, in compliance with their existing methodology for determining the adequacy of their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board, and is and shall be adequate under all such standards. (iv) Except as set forth on Schedule 4.2(x)(iv) of the Bancshares Disclosure Memorandum, none of the agreements Contracts pursuant to which Seasons the Bank or any of its Subsidiaries has sold loans Loans or pools of loans Loans, or participations in loans Loans or pools of loans contains Loans, contain any obligation Liability on the part of Bancshares or the Bank or any of their Subsidiaries to repurchase such loans Loans or interests therein solely on account of a payment default by the obligor on any such loantherein. (dv) Set forth on Schedule 4.2(x)(v) of the Bancshares Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by the Bank or any of its Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of Bancshares or the Bank or any of their Subsidiaries. All such Loans are, and were originated, in compliance with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the Bancshares Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 2017, by account of (A) each borrower, customer, or other Person who has notified Bancshares or the Bank or any of their Subsidiaries during the past 12 months of, or has asserted against Bancshares or the Bank or any of their Subsidiaries, any “lender liability” or similar claim; and (B) all Loans of the Bank and its Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by Bancshares or the Bank or any of their 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, in each case including the book value thereof as of November 30, 2017. (vii) Except as set forth in Section 4.22(don Schedule 4.2(x)(vii) of the Seasons Bancshares Disclosure ScheduleMemorandum, none each Loan held by the Bank or its Subsidiaries (A) is evidenced by notes, agreements, or other evidences of Seasons 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) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viii) There are no material oral modifications or amendments related to any Loans held by the Bank or its Subsidiaries that are not reflected in the written records of the Bancshares Parties or their Subsidiaries. All Loans held by the Bank or its Subsidiaries are owned by the Bank or its Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by the Bank or its Subsidiaries have been asserted in writing against the Bancshares Parties or their Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by the Bank or its Subsidiaries are presently serviced by third parties, and there is no obligation which could result in any such Loan becoming subject to any third party servicing. (ix) Neither Bancshares or the Bank nor any of its their Subsidiaries is now nor or has it ever been since January 1, 2015, subject to any material fine, suspension, or settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency Governmental Entity relating to the origination, sale sale, or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investorLoans. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) There are (i) except as set forth in Section 4.22(a3.22(a) of the Seasons Parent Disclosure Schedule sets forth a list of all Letter, no outstanding loans and other extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and or principal stockholders shareholders (as such terms are defined in the Federal Reserve’s Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons the Bank or any of its Subsidiaries; , (ii) there are except as set forth in Section 3.22(b) of the Parent Disclosure Letter, no outstanding Loans to any employee, officer, director of the Bank or other affiliate Loans Affiliate of the Bank on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all no such outstanding Loans are and that were made not originated in compliance in all material respects with all applicable laws and regulationsLaws. (b) Each Except as set forth on Section 3.22(b) of the Parent Disclosure Letter, each outstanding loan Loan (including loans Loans held for resale to investors or previously sold to investors) has been solicited and originated originated, and is and has been administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ the Bank’s written underwriting standards (and, in the case of loans outstanding Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable requirements of federalLaws and applicable requirements of any government-sponsored enterprise program. Except as set forth on Section 3.22(b) of the Parent Disclosure Letter, state such notes or other credit or security documents with respect to each such outstanding Loan are complete and local laws, regulations correct in all material respects. The Bank and rulesits Subsidiaries have properly fulfilled in all material respects their contractual responsibilities and duties in any outstanding Loans in which they act as the lead lender or servicer and have complied in all material respects with their duties as required under applicable regulatory requirements. (c) None of the agreements pursuant to which the 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, other than repurchase obligations arising upon a breach of representations and warranties, covenants or other obligations. (d) Section 3.22(d) of the Parent Disclosure Letter sets forth a true and complete list of (i) each Loan that as of December 31, 2016 had an outstanding book value of $250,000 or more and (A) under the terms of which the obligor was contractually past due ninety (90) days or more in payment of principal and/or interest, (B) was on a “watch list” by the Bank, any of its Subsidiaries or any applicable regulatory authority, (C) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (D) where a specific reserve allocation exists in connection therewith or (E) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (ii) each asset of the Bank or any of its Subsidiaries that as of the date hereof was classified as OREO or as an asset to satisfy outstanding Loans, including repossessed equipment. and the book value thereof as of such date. For each Loan identified in response to clause (i) above, Section 3.22(d) of the Parent Disclosure Letter sets forth the outstanding balance, including accrued interest, on each such Loan and the identity of the borrower thereunder as of such date. True and complete copies of the currently effective credit policies and practices of the Bank and each of its Subsidiaries have been made available to Purchaser prior to the date hereof. (e) Except as set forth in Section 4.22(c3.22(e) of the Seasons Parent Disclosure ScheduleLetter, none each outstanding Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books of the agreements pursuant to which Seasons Bank or any of its Subsidiaries as a secured Loan, has sold loans or pools been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation 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. (d) Except as set forth named therein, enforceable in Section 4.22(d) of the Seasons Disclosure Scheduleaccordance with its terms, none of Seasons or any of its Subsidiaries is now nor has it ever been subject to any finebankruptcy, suspensioninsolvency, settlement or fraudulent conveyance and other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (ii) and (iii), as would not, individually or in the originationaggregate, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it reasonably be expected to have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investora Bank Material Adverse Effect. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) (i) Section 4.22(a) All Loans made, originated, or held by Bancorp or the Bank or any of their respective Subsidiaries (collectively, the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Foothills Loans”) by Seasons (A) were made or originated for good, valuable, and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons or any of its Subsidiaries; (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected adequate consideration in the note or the relevant credit agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) ordinary course of the Seasons Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the Loan was made; business and (iiiB) except as listed in Section 4.22(a) of the Seasons Disclosure Schedulewere solicited and originated, all such Loans and are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has have been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are and have been being maintained, maintained in all material respects respects, in accordance with the relevant loan notes or other credit or security documents, Seasons’ the applicable underwriting and servicing standards of the Bank (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) ), and with all applicable requirements Laws. To the Knowledge of federalthe Foothills Parties, state none of the Foothills Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the Foothills Loans and local lawsall pledges, regulations mortgages, deeds of trust, and rulesother collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions). (cii) Except as set forth in Section 4.22(con Schedule 4.2(x)(ii) of the Seasons Foothills Disclosure ScheduleMemorandum, none neither the terms of any Loan held, originated, made, administered, or serviced by Bancorp or the agreements pursuant to which Seasons Bank or any of its Subsidiaries has sold loans or pools their respective Subsidiaries, any 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 documentation for any such loanLoan, the manner in which any such Loan has been administered or serviced, nor Bancorp’s or the Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any state Laws relating to consumer protection, installment sales, or usury. (diii) The Foothills Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, in compliance with their existing methodology for determining the adequacy of their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board, and is and shall be adequate under all such standards. (iv) Except as set forth in Section 4.22(don Schedule 4.2(x)(iv) of the Seasons Foothills Disclosure ScheduleMemorandum, none of Seasons the Contracts pursuant to which Bancorp or the Bank or any of their respective Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of Bancorp or the Bank or any of their respective Subsidiaries to repurchase such Loans or interests therein. (v) Set forth on Schedule 4.2(x)(v) of the Foothills Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date hereof, by Bancorp or the Bank or any of their respective Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of Bancorp or the Bank or any of their respective Subsidiaries. All such Loans are, and were originated, in compliance with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the Foothills Disclosure Memorandum is a true, correct, and complete listing, as of April 30, 2018, by account of (A) each borrower, customer, or other Person who has notified Bancorp or the Bank or any of their respective Subsidiaries during the past 12 months of, or has asserted against Bancorp or the Bank or any of their respective Subsidiaries, any “lender liability” or similar claim; and (B) all Loans of Bancorp and the Bank and their respective Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by Bancorp or the Bank or any of their respective 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, in each case including the book value thereof as of April 30, 2018. (vii) Each Loan held by Bancorp or the Bank or their respective Subsidiaries (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) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. (viii) There are no oral modifications or amendments related to any Loans held by Bancorp or the Bank or their respective Subsidiaries that are not reflected in the written records of the Foothills Parties or their respective Subsidiaries. All Loans held by Bancorp or the Bank or their respective Subsidiaries are owned by the Foothills Parties or their respective Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Home Loan Bank of Cincinnati. No claims of defense as to the enforcement of any Loan held by Bancorp or the Bank or their respective Subsidiaries have been asserted in writing against the Foothills Parties or their respective Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by Bancorp or the Bank or their respective Subsidiaries are presently serviced by third parties, and there is no obligation which could result in any such Loan becoming subject to any third party servicing. (ix) Neither Bancorp or the Bank nor any of their respective Subsidiaries is now nor or has it ever been since January 1, 2016, subject to any material fine, suspension, or settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency Governmental Entity relating to the origination, sale sale, or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investorLoans. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) (i) Section 4.22(a) of the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries There are no outstanding loans to any directors, executive officers and principal stockholders shareholders (as such terms are defined in the FRB’s Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons PHC or any of its Subsidiaries; (ii) there are no employee, officer, director or other affiliate Loans Subsidiaries on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan loan was made; and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made in compliance in all material respects with all applicable laws and regulationsoriginated. (b) Each outstanding loan held by PHC or any of its Subsidiaries (including loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ PHC’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and ruleslaws in all material respects. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons PHC 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 loantherein. (d) Except as set forth in Section 4.22(d) of the Seasons Disclosure Schedule, none of Seasons Each outstanding loan held by PHC or any of its Subsidiaries (i) is now nor evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has it ever been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons Bankruptcy and its Subsidiaries or to increase the guarantee fees payable to such investorEquity Exception). (e) Each With respect to the loans held by PHC or any of Seasons its Subsidiaries, PHC has provided or made available to MBI a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and its Subsidiaries is accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in compliance accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of PHC, each borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all material respects with all applicable federal, state and local laws, rules and regulationsassets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including the Truthin-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Actsubstance foreclosures, and all HUDother assets currently held that were acquired through foreclosure or in lieu of foreclosure. (f) The allowance for loan losses reflected in the PHC Financial Statements was (and will be for periods ended after June 30, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor 2019) in compliance with its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and mortgage insurance company requirements relating to the origination, sale Financial Accounting Standards Board and servicing of mortgage and consumer loanswas adequate under such standards.

Loan Matters. (a) There are: (i) except as set forth in Section 4.22(a3.20(a) of the Seasons Seller Disclosure Schedule sets forth a list of all Schedules, no outstanding loans and other extensions of credit (credit, including commitments to extend credit) credit (“Loans”) by Seasons and its Subsidiaries to any directors, executive officers and or principal stockholders shareholders (as such terms are defined in the Federal Reserve's Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons the Company or any of its Subsidiaries; the Bank, (ii) there are except as set forth in Section 3.20(a) of the Seller Disclosure Schedules, no outstanding Loans to any employee, officer, officer or director of the Bank or other affiliate Loans Affiliate of the Bank on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which that was below market at the time the Loan was made; and originated, and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all no such outstanding Loans are and that were made not originated in compliance in all material respects with all applicable laws and regulationsLaws. (b) Each Except as set forth in Section 3.20(b) of the Seller Disclosure Schedules, each outstanding loan (Loan, including loans Loans held for resale to investors or previously sold to investors) , has been solicited and originated originated, and is and has been administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ the Bank's written underwriting standards (and, in the case of loans outstanding Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable requirements of federalLaws and applicable requirements of any government-sponsored enterprise program. Except as set forth on Section 3.20(b) of the Seller Disclosure Schedules, state such notes or other credit or security documents with respect to each such outstanding Loan are complete and local laws, regulations correct in all material respects. The Bank has properly fulfilled in all material respects its contractual responsibilities and rulesduties in any outstanding Loans in which it acts as the lead lender or servicer and has complied in all material respects with their duties as required under applicable regulatory requirements. (c) None of the agreements pursuant to which the Bank 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, other than repurchase obligations arising upon a breach of representations and warranties, covenants or other obligations. (d) Section 3.20(d) of the Seller Disclosure Schedules sets forth a true and complete list of (i) each Loan that as of March 31, 2018, (A) under the terms of which the obligor was contractually past due 90 days or more in payment of principal or interest, (B) was on a “watch list” by the Bank or any applicable regulatory authority, (C) where the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, (D) where a specific reserve allocation exists in connection therewith or (E) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (ii) each asset of the Company or the Bank that as of the date of this Agreement was classified as “Other Real Estate Owned” or as an asset to satisfy outstanding Loans, including repossessed equipment. For each Loan identified in response to clause (i) above, Section 3.20(d) of the Seller Disclosure Schedules sets forth the outstanding balance, including accrued interest, on each such Loan and the identity of the borrower under such Loan as of such date. True and complete copies of the currently effective credit policies and practices of the Bank have been made available to Buyer prior to the date of this Agreement. (e) Except as set forth in Section 4.22(c3.20(e) of the Seasons Seller Disclosure ScheduleSchedules, none to the Knowledge of the Company or the Bank, each outstanding Loan (i) is evidenced by notes, agreements pursuant or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books of the Bank as a secured Loan, has been secured by valid Liens which Seasons or any have been perfected and (iii) is a legal, valid and binding obligation 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. (d) Except as set forth named therein, enforceable in Section 4.22(d) of the Seasons Disclosure Scheduleaccordance with its terms, none of Seasons or any of its Subsidiaries is now nor has it ever been subject to any finebankruptcy, suspensioninsolvency, settlement or fraudulent conveyance and other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency laws of general applicability relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason affecting creditors' rights and to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investorgeneral equity principles. (e) Each of Seasons and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) (i) Section 4.22(a) of the Seasons SunCoast Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons SunCoast and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons SunCoast or any of its SubsidiariesSubsidiaries (“Regulation O Loans”); (ii) there are no employee, officer, director or other affiliate Regulation O Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or, except for Regulation O Loans made by Seasons SunCoast and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a4.22(c) of the Seasons SunCoast Disclosure Schedule, on which the borrower is paying a rate which was below market at the time the such Regulation O Loan was made; and (iii) except as listed in Section 4.22(a) of the Seasons SunCoast Disclosure Schedule, all such Regulation O Loans are and were made in compliance in all material respects with all applicable laws and regulations. (b) Each outstanding loan (including loans held for resale to investors) has been solicited and originated and is administered and serviced, and the relevant Loan loan files are being maintained, in all material respects in accordance with the relevant loan documents, Seasons’ SunCoast’s underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rules. (c) Except as set forth in Section 4.22(c) of the Seasons SunCoast Disclosure Schedule, none of the agreements pursuant to which Seasons SunCoast 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. (d) Except as set forth in Section 4.22(d4.22(e) of the Seasons SunCoast Disclosure Schedule, none of Seasons SunCoast or any of its Subsidiaries is now nor has it ever been subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae▇▇▇, the VA, ▇▇▇▇▇▇ ▇▇▇Mae, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons SunCoast has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons SunCoast and its Subsidiaries or to increase the guarantee fees payable to such investor. (e) Each of Seasons SunCoast and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Act, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Loan Matters. (a) (iA) Section 4.22(a3.25(a) of the Seasons Company Disclosure Schedule Letter sets forth a list of all loans and other extensions of credit (including commitments to extend credit) (“Loans”) as of the date hereof by Seasons Company and its Subsidiaries to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons Company or any of its Subsidiaries; , (iiB) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan was made; originated and (iiiC) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made originated in compliance in all material respects with all applicable laws and regulationsLaws. (b) Each outstanding loan Loan (including loans Loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ Company’s written underwriting standards (and, in the case of loans Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rulesLaws. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons Company or any of its Subsidiaries has sold loans Loans or pools of loans Loans or participations in loans Loans or pools of loans Loans contains any obligation to repurchase such loans Loans or interests therein solely on account of a payment default by the obligor on any such loanLoan. (d) Except as set forth in Section 4.22(d3.25(d) of the Seasons Company Disclosure ScheduleLetter identifies (A) each Loan that as of June 30, none 2014 (i) was contractually past due 90 days or more in the payment of Seasons principal and/or interest, (ii) was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “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, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (vi) 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 is now nor has it ever been subject that as of June 30, 2014 was classified as OREO or as an asset to any finesatisfy Loans, suspensionincluding repossessed equipment, settlement or other agreement or other administrative agreement or sanction byand the book value thereof as of such date. For each Loan identified in response to clause (A) above, or any reduction in any loan purchase commitment fromSection 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, HUDincluding accrued and unpaid interest, ▇▇▇▇▇▇ Mae, on each such Loan and the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to identity of the origination, sale or servicing borrower thereunder as of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons and its Subsidiaries or to increase the guarantee fees payable to such investordate. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of Seasons 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 Subsidiaries is 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 material respects with all applicable federalLaws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects. (f) To the knowledge of Company, state each Loan included in a pool of Loans originated, acquired 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 local loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, including except where the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Acttime 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 HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to required approvals of the origination, sale and servicing of mortgage and consumer loansapplicable investors.

Loan Matters. (a) (i) Section 4.22(a) of the Seasons Disclosure Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“Loans”) by Seasons and its Subsidiaries There are no outstanding loans to any directors, executive officers and principal stockholders shareholders (as such terms are defined in the FRB’s Regulation O (“Regulation O”) of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Seasons PHC or any of its Subsidiaries; (ii) there are no employee, officer, director or other affiliate Loans Subsidiaries on which the borrower is paying a rate other than that reflected in the note or the other relevant credit or security agreement or, except for Loans made by Seasons and its Subsidiaries to its employees in accordance with its policies as disclosed in Section 4.22(a) of the Seasons Disclosure Schedule, or on which the borrower is paying a rate which was below market at the time the Loan loan was made; and (iii) except as listed in Section 4.22(a) of the Seasons Disclosure Schedule, all such Loans are and were made in compliance in all material respects with all applicable laws and regulationsoriginated. (b) Each outstanding loan held by PHC or any of its Subsidiaries (including loans held for resale to investors) was solicited and originated, and is and has been solicited and originated and is administered and and, where applicable, serviced, and the relevant Loan loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Seasons’ PHC’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and ruleslaws in all material respects. (c) Except as set forth in Section 4.22(c) of the Seasons Disclosure Schedule, none None of the agreements pursuant to which Seasons PHC 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 loantherein. (d) Except as set forth in Section 4.22(d) of the Seasons Disclosure Schedule, none of Seasons Each outstanding loan held by PHC or any of its Subsidiaries (i) is now nor evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has it ever been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, HUD, ▇▇▇▇▇▇ Mae, the VA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or other investor, or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer loans. Seasons has not received any notice, nor does it have any reason to believe, that ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac propose to limit or terminate the underwriting authority of Seasons Bankruptcy and its Subsidiaries or to increase the guarantee fees payable to such investorEquity Exception). (e) Each With respect to the loans held by PHC or any of Seasons its Subsidiaries, PHC has provided or made available to MBI a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and its Subsidiaries is accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in compliance accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of PHC, each borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all material respects with all applicable federal, state and local laws, rules and regulationsassets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including the Truthin-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, USA Patriot Act of 2001, Bank Secrecy Actsubstance foreclosures, and all HUD, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, other investor and mortgage insurance company requirements relating to the origination, sale and servicing assets currently held that were acquired through foreclosure or in lieu of mortgage and consumer loansforeclosure.