Common use of Loan Matters Clause in Contracts

Loan Matters. (a) Each outstanding Loan (including Loans held for resale to investors) held by Hxxxxx United or its Subsidiaries (the “Hxxxxx United Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx United’s underwriting standards (and, in the case of Hxxxxx United 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx United. (b) Each Hxxxxx United 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 secured, has been secured by valid Liens which have been perfected and (iii) to Hxxxxx United’s Knowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx United, the loan documents with respect to each Hxxxxx United Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United or its Subsidiaries and are complete and correct. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets forth a list of all Loans as of May 31, 2005 by Hxxxxx United and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx United. (d) Section 4.25(d) of the Hxxxxx United Disclosure Schedule identifies (A) each Hxxxxx United Loan that as of March 31, 2005 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx United, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan and the identity of the borrower thereunder, and (B) each asset of Hxxxxx United or any of its Subsidiaries that as of March 31, 2005 was classified as OREO and the book value thereof as of such date, and there has been no material adverse changes in any such information between March 31, 2005 and the date hereof. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United 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.

Loan Matters. (a) Each outstanding Loan (including Loans held for resale to investors) held by Hxxxxx United TD Banknorth or its Subsidiaries (the “Hxxxxx United TD Banknorth Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United TD Banknorth Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx UnitedTD Banknorth’s underwriting standards (and, in the case of Hxxxxx United TD Banknorth 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedTD Banknorth. (b) Each Hxxxxx United TD Banknorth 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 secured, has been secured by valid Liens which have been perfected and (iii) to Hxxxxx UnitedTD Banknorth’s Knowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx United, the loan documents with respect to each Hxxxxx United TD Banknorth Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United TD Banknorth or its Subsidiaries and are complete and correct. (c) (i) Section 4.25(c5.20(c) of the Hxxxxx United TD Banknorth Disclosure Schedule sets forth a list of all Loans as of May 31, 2005 by Hxxxxx United TD Banknorth and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United TD Banknorth or any of its Subsidiaries; (ii) except as listed in Section 4.25(c5.20(c) of the Hxxxxx United TD Banknorth Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedTD Banknorth. (d) Section 4.25(d5.20(d) of the Hxxxxx United TD Banknorth Disclosure Schedule identifies (A) each Hxxxxx United TD Banknorth Loan that as of March 31July 8, 2005 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx UnitedTD Banknorth, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United TD Banknorth Loan and the identity of the borrower thereunder, and (B) each asset of Hxxxxx United TD Banknorth or any of its Subsidiaries that as of March May 31, 2005 was classified as OREO and the book value thereof as of such date, and there has been no material adverse changes in any such information between March 31, 2005 and the date hereof. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United 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.

Loan Matters. (a) Each Except as set forth in the 1st United Disclosure Schedule, each outstanding Loan loan (including Loans loans held for resale to investors) held by Hxxxxx 1st United or its Subsidiaries (the “Hxxxxx 1st United Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx 1st United Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx 1st United’s underwriting standards (and, in the case of Hxxxxx 1st United 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx 1st United. Notwithstanding anything contrary in this Agreement, the representations and warranties of 1st United with respect to 1st United Loans that were acquired by 1st United or its Subsidiaries from a third party (e.g., in connection with a merger or other acquisition) shall be made only to the knowledge of 1st United. (b) Each Hxxxxx Except as set forth in the 1st United Disclosure Schedule or as would not have a Material Adverse Effect on 1st United, each 1st United 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 secured, secured has been secured by valid Liens which have been perfected and (iii) to Hxxxxx 1st United’s Knowledgeknowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect on Hxxxxx 1st United, the loan documents with respect to each Hxxxxx 1st United Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx 1st United or its Subsidiaries and are complete and correctcorrect in all material respects. (c) (i) Section 4.25(c) of the Hxxxxx 1st United Disclosure Schedule sets has previously delivered to Valley a schedule setting forth a list of all Loans as of May March 31, 2005 2014 by Hxxxxx 1st United and its Subsidiaries to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx 1st United or any of its Subsidiaries; (ii) except . Except as listed in Section 4.25(c) of the Hxxxxx 1st United Disclosure Schedule, (i) there are no employee, officer, director or other affiliate Loans loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan loan was made; and (iiiii) all such Loans loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx 1st United. The schedule referred to in item (i) of this subsection (c) is accurate and complete in all material respects. (d) Section 4.25(d) of the Hxxxxx 1st United Disclosure Schedule identifies has previously delivered to Valley a schedule setting forth (A) each Hxxxxx 1st United Loan that as of March 31, 2005 2014 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx 1st United, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx 1st United Loan and the identity of the borrower thereunderLoan, and (B) each 1st United Loan that was classified as of March 31, 2014 under ASC 310, and (C) each asset of Hxxxxx 1st United or any of its Subsidiaries that as of March 31, 2005 2014 was classified as OREO and the book value thereof as of such date, . Such schedule is accurate and there has been no complete in all material adverse changes in any such information between March 31, 2005 and the date hereofrespects. (e) Except as set forth in Section 4.25(e) of the Hxxxxx 1st United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx 1st United 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. (f) 1st United and its Subsidiaries have administered and serviced the Loans purchased in 2009, 2010 and 2011 by FUB from the FDIC as receiver for Republic Federal Bank, N.A., The Bank of Miami, N.A. and Old Harbor Bank of Florida, respectively (collectively, the “FDIC Acquired Loans”), in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of each of the Shared-Loss Agreements entered into with the FDIC with respect to such FDIC Acquired Loans (the “Shared-Loss Agreements”) and with all applicable federal, state and local laws, regulations and rules.

Loan Matters. (a) Each outstanding Loan (including Loans held for resale to investors) held by Hxxxxx United Interchange or its Subsidiaries (the “Hxxxxx United Interchange Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Interchange Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx UnitedInterchange’s underwriting standards (and, in the case of Hxxxxx United Interchange 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedInterchange. (b) Each Hxxxxx United Interchange 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 secured, has been secured by valid Liens which have been perfected and (iii) to Hxxxxx UnitedInterchange’s Knowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedInterchange, the loan documents with respect to each Hxxxxx United Interchange Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United Interchange or its Subsidiaries and are complete and correct. (c) (i) Section 4.25(c) of the Hxxxxx United Interchange Disclosure Schedule sets forth a list of all Loans as of May March 31, 2005 2006 by Hxxxxx United Interchange and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United Interchange or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Interchange Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedInterchange. (d) Section 4.25(d) of the Hxxxxx United Interchange Disclosure Schedule identifies (A) each Hxxxxx United Interchange Loan that as of March 31, 2005 2006 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx UnitedInterchange, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Interchange Loan and the identity of the borrower thereunder, and (B) each asset of Hxxxxx United Interchange or any of its Subsidiaries that as of March 31, 2005 2006 was classified as OREO and the book value thereof as of such date, and there has been no material adverse changes in any such information between March 31, 2005 2006 and the date hereof. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Interchange Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United Interchange 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.

Loan Matters. (a) The allowance for loan losses reflected, and to be reflected, in the PSB Regulatory Reports has been, and will be, established in compliance with the requirements of all applicable regulatory criteria, and the allowance for loan losses shown, and to be shown, on the balance sheets contained in the PSB Reports have been, and will be, established in compliance with the applicable requirements of GAAP. (b) Each outstanding Loan extensions of credit (including commitments to extend credit) (a “Loan” (including Loans held for resale to investors) held by Hxxxxx United or its Subsidiaries (the “Hxxxxx United Loans”)) has been solicited and originated and is administered and, where applicable, and serviced, and the relevant Hxxxxx United Loan files are being maintained, in all material respects maintained in accordance with the relevant loan documents, Hxxxxx UnitedPSB’s underwriting standards (and, in the case of Hxxxxx United 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. To the knowledge of PSB, except for such exceptions as would not reasonably be expected to have, individually or in each Loan constitutes the aggregate, a Material Adverse Effect on Hxxxxx United. (b) Each Hxxxxx United 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 secured, has been secured by valid Liens which have been perfected and (iii) to Hxxxxx United’s Knowledge, is a legal, valid 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 as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx United, the loan documents with respect to each Hxxxxx United Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United or its Subsidiaries and are complete and correct. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets forth a list of all All Loans as of May 31, 2005 owned by Hxxxxx United and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United PSB or any of its Subsidiaries; (ii) except as listed PSB Subsidiary, or in Section 4.25(c) of the Hxxxxx United Disclosure Schedulewhich PSB or any PSB Subsidiary has an interest, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance comply with all laws, including, without limitation, applicable usury statutes, underwriting and recordkeeping requirements and the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and other applicable consumer protection laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx Unitedregulations thereunder. (d) Section 4.25(d4.24(d) of the Hxxxxx United PSB Disclosure Schedule identifies (A) each Hxxxxx United Loan that lists, as of March 31the most recently available date (and in no event earlier than June 30, 2005 2006) all Loans 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 classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms. (e) All Loans receivable and accrued interest entered on the books of PSB and First Penn Bank arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of their respective businesses, and the notes or words other evidences of similar import indebtedness with respect to such Loans (including discounts) are true and genuine and are what they purport to be. (f) With respect to each Loan owned by Hxxxxx UnitedPSB or First Penn Bank, any in whole or in part that has a balance of its Subsidiaries or any bank examiner, together with the unpaid principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan as of the date hereof in excess of $1,000,000: (i) the note and the identity related security documents, copies of which are included in the applicable Loan file, are true and correct copies of the borrower thereunderdocuments they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (ii) the notes and other evidences of indebtedness evidencing the Loan, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are valid, true and genuine, and what they purport to be; (Biii) each asset with respect to any Loan held in the form of Hxxxxx United or any of its Subsidiaries that as of March 31a participation, 2005 was classified as OREO the participation documentation is legal, valid, binding, and enforceable and the book value thereof as interest in such Loan of PSB or First Penn Bank created by such date, and there has been no material adverse changes in any such information between March 31, 2005 and the date hereof. (e) Except as set forth in Section 4.25(e) participation would not be a part of the Hxxxxx United Disclosure Schedule, none insolvency estate of the agreements pursuant to which Hxxxxx United Loan originator 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 other third party upon the obligor on any such Loaninsolvency thereof.

Loan Matters. (a) Each Except as set forth in the Oritani Disclosure Schedule, each outstanding Loan loan (including Loans loans held for resale to investors) held by Hxxxxx United Oritani or its Subsidiaries (the “Hxxxxx United Oritani Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Oritani Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx UnitedOritani’s underwriting standards (and, in the case of Hxxxxx United Oritani 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedOritani. (b) Each Hxxxxx United Except as set forth in the Oritani Disclosure Schedule or as would not have a Material Adverse Effect on Oritani, each Oritani 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 secured, secured has been secured by valid Liens which have been perfected and (iii) to Hxxxxx UnitedOritani’s Knowledgeknowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect on Hxxxxx UnitedOritani, the loan documents with respect to each Hxxxxx United Oritani Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United Oritani or its Subsidiaries and are complete and correctcorrect in all material respects. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets Oritani has previously delivered to Valley a schedule setting forth a list of all Loans as of May 31, 2005 by Hxxxxx United and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx United. (d) Section 4.25(d) of the Hxxxxx United Disclosure Schedule identifies (A) each Hxxxxx United Oritani Loan that as of March 31, 2005 2019 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx UnitedOritani, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan and the identity of the borrower thereunderOritani Loan, and (B) each Oritani Loan that was classified as of March 31, 2019 under ASC 310, and (C) each asset of Hxxxxx United Oritani or any of its Subsidiaries that as of March 31, 2005 2019 was classified as OREO and the book value thereof as of such date, . Such schedule is accurate and there has been no complete in all material adverse changes in any such information between March 31, 2005 and the date hereofrespects. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United 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.

Loan Matters. As of the date hereof (or, with respect to any Transferred Loan that becomes a Transferred Loan after the date hereof pursuant to replacement as contemplated in the definition thereof, as of the date of such replacement) and as of the Closing Date: (a) Each outstanding Transferred Loan (including Loans held for resale to investors) held by Hxxxxx United or its Subsidiaries (the “Hxxxxx United Loans”) was solicited and originated, and is and has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Transferred Loan files are being maintained, in all material respects in accordance with the relevant loan notes or other credit or security documents, Hxxxxx UnitedSeller’s written underwriting standards (and, in the case of Hxxxxx United 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedEffect. (b) Each Hxxxxx United Transferred 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 secured, has been secured by valid Liens which have been perfected and perfected, (iii) to Hxxxxx UnitedSeller’s Knowledgeknowledge, 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 principlesprinciples (iv) is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the borrower, and (v) complies in all material respects with all applicable lending laws and regulations. Except as would not be reasonably expected In connection with the origination, acquisition, ownership, and servicing of all Transferred Loans, all applicable federal and state laws, rules and regulations have been, and are being, complied with by Seller in all material respects. All escrow accounts related to havethe Transferred Loans are being maintained in accordance, either individually in all material respects, with applicable federal and state laws and in accordance, in all material respects, with any and all servicing agreements and terms of the Transferred Loans. As of the date hereof, there is no pending or, to Seller’s knowledge, threatened, litigation which may materially and adversely affect the title or interest of the Seller in the aggregate, a Material Adverse Effect on Hxxxxx Unitedand to each Transferred Loan, the loan collateral for such Transferred Loan and the promissory note or the mortgage or deed of trust and any related guarantees or the obligations of all obligors under such Transferred Loan and related documents, instruments and agreements. As of the date hereof, there are no pending or, to Seller’s knowledge, threatened, foreclosures, total or partial condemnation or repossession proceedings or insurance claims with respect to any Transferred Loan or the collateral for such Transferred Loan. In connection with the transfer of any Transferred Loan or the servicing thereof that require notice to the related borrower, the Seller will notify Purchaser, and will comply with all notice and reporting requirements of the Loan Documents and of any Law and cooperate with Purchaser and provide Purchaser evidence of compliance if requested by Purchaser. The notes or other credit or security documents with respect to each Hxxxxx United such Transferred Loan were in compliance in all material respects with all applicable laws and regulations Laws at the time of origination or purchase by Hxxxxx United or its Subsidiaries Seller and are complete and correctcorrect in all material respects. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets forth a list of all Loans as of May 31, 2005 by Hxxxxx United and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx United. (d) Section 4.25(d) of the Hxxxxx United Disclosure Schedule identifies (A) each Hxxxxx United Loan that as of March 31, 2005 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx United, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan and the identity of the borrower thereunder, and (B) each asset of Hxxxxx United or any of its Subsidiaries that as of March 31, 2005 was classified as OREO and the book value thereof as of such date, and there has been no material adverse changes in any such information between March 31, 2005 and the date hereof. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United 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.

Loan Matters. (a) Each Except as set forth in the Oritani Disclosure Schedule, each outstanding Loan loan (including Loans loans held for resale to investors) held by Hxxxxx United Oritani or its Subsidiaries (the “Hxxxxx United Oritani Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Oritani Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx UnitedOritani’s underwriting standards (and, in the case of Hxxxxx United Oritani 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedOritani. (b) Each Hxxxxx United Except as set forth in the Oritani Disclosure Schedule or as would not have a Material Adverse Effect on Oritani, each Oritani 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 secured, secured has been secured by valid Liens which have been perfected and (iii) to Hxxxxx UnitedOritani’s Knowledgeknowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect on Hxxxxx UnitedOritani, the loan documents with respect to each Hxxxxx United Oritani Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United Oritani or its Subsidiaries and are complete and correctcorrect in all material respects. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets Oritani has previously delivered to Valley a schedule setting forth a list of all Loans as of May 31, 2005 by Hxxxxx United and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx United. (d) Section 4.25(d) of the Hxxxxx United Disclosure Schedule identifies (A) each Hxxxxx United Oritani Loan that as of March 31, 2005 2019 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx UnitedOritani, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan and the identity of the borrower thereunderOritani Loan, and (B) each Oritani Loan that was classified as of March 31, 2019 under ASC 310, and (C) each asset of Hxxxxx United Oritani or any of its Subsidiaries that as of March 31, 2005 2019 was classified as OREO and the book value thereof as of such date, . Such schedule is accurate and there has been no complete in all material adverse changes in any such information between March 31, 2005 and the date hereofrespects. (ed) Except as set forth in Section 4.25(e) of the Hxxxxx United Oritani Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United Oritani 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. (e) The Oritani Disclosure Schedule sets forth each loan participation entered into by Oritani or any of its Subsidiaries as of May 31, 2019.

Loan Matters. (a) Each outstanding Loan (including Loans held for resale to investors) held by Hxxxxx United Sonabank or its Subsidiaries (the “Hxxxxx United Sonabank Loans”) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Hxxxxx United Sonabank Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Hxxxxx UnitedSonabank’s underwriting standards (and, in the case of Hxxxxx United Sonabank 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, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedSNBV. (b) Each Hxxxxx United Sonabank 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 secured, has been secured by valid Liens which have been perfected and (iii) to Hxxxxx UnitedSNBV’s Knowledge, 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 as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedSonabank, the loan documents with respect to each Hxxxxx United Sonabank Loan were in compliance with applicable laws and regulations at the time of origination or purchase by Hxxxxx United or its Subsidiaries Sonabank and are complete and correct. (c) (i) Section 4.25(c) of the Hxxxxx United Disclosure Schedule sets forth a list of all Loans as of At May 31, 2005 2006, there were no loans by Hxxxxx United and its Subsidiaries Sonabank to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O promulgated by the Federal Reserve Board (12 CFR Part 215)) of Hxxxxx United SNBV or any of its Subsidiaries; (ii) except as listed in Section 4.25(c) of the Hxxxxx United Disclosure Schedule, 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 on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Hxxxxx UnitedSNBV. (d) Section 4.25(d5.20(d) of the Hxxxxx United SNBV Disclosure Schedule identifies (A) each Hxxxxx United Sonabank Loan that as of March at May 31, 2005 2006 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Hxxxxx United, any of its Subsidiaries or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Hxxxxx United Loan and the identity of the borrower thereunder, and (B) each asset of Hxxxxx United or any of its Subsidiaries that as of March 31, 2005 was classified as OREO and the book value thereof as of such date, and there has been no material adverse changes in any such information between March 31, 2005 and the date hereof. (e) Except as set forth in Section 4.25(e) of the Hxxxxx United Disclosure Schedule, none of the agreements pursuant to which Hxxxxx United 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.”