Common use of Loan Matters Clause in Contracts

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

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

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

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

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

Loan Matters. (i) All Loans held by the Company or any of its Subsidiaries were made in all material respects for good, valuable and adequate consideration in the ordinary course of the business, in accordance in all material respects with sound banking practices practices, and, to the Knowledge of the Company, the Loans are not subject to any defenses, setoffs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences evidence of indebtedness evidencing such Loans and all forms of pledges, mortgages and other collateral documents and security agreements areare enforceable, in all material respectsvalid, enforceable true and validgenuine and what they purport to be. (ii) Neither the terms of any Loan, any of the documentation for any Loan, the manner in which any Loans have been administered and serviced, nor the Company’s practices of approving or rejecting Loan applications, violate in any material respect any federal, state, or local law, rule or regulation applicable thereto, including, without limitation, including the Truth In Lending Act, Regulations O and Z of the Federal ReserveFRB, the CRA, the Equal Credit Opportunity Act, and any state laws, rules and regulations relating to consumer protection, installment sales and usury. (iii) The allowance for loan credit losses reflected in the Company’s audited balance sheet at March 31June 30, 2017 2024 was, and the allowance for loan credit losses shown on the balance sheets in the Company SEC Reports for periods ending after such date, in the opinion of management, were, or will be, adequate, as of the dates thereof, under GAAP. (iv) None Except as provided in Section 3.2(w)(iv) of the Company’s Disclosure Letter, none of the agreements pursuant to which the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (v) (A) The Section 3.2(w)(v) of the Company’s Disclosure Letter sets forth a list of all Loans as of the date hereof by the Company or ▇▇▇▇▇▇▇ Colonial Federal Savings Bank to any directors, executive officers and principal stockholders shareholders (as such terms are defined in Regulation O of the Federal Reserve FRB’s regulations (12 C.F.R. Part 215)) of the Company or any of its Subsidiaries, (B) there are no Loans to any employee, officer, director or Affiliate thereof other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate that was or is not in compliance with Regulation O and (C) all such Loans are and were originated in compliance in all material respects with all applicable laws. (vi) The Section 3.2(w)(vi) of the Company’s Disclosure Letter sets forth a listing, as of September 30March 31, 20172025, by account, of: (A) each borrower, customer or other party that has notified ▇▇▇▇▇▇▇ Colonial Federal Savings Bank during the past twelve (12) months of, or has asserted against the Company or ▇▇▇▇▇▇▇ SavingsColonial Federal Savings Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of the Company or ▇▇▇▇▇▇▇ SavingsColonial Federal Savings Bank, each borrower, customer or other party that has given the Company or ▇▇▇▇▇▇▇ Colonial Federal Savings Bank any oral notification of, or orally asserted to or against Company or ▇▇▇▇▇▇▇ SavingsColonial Federal Savings Bank, any such claim; and (B) all Loans (1) that are contractually past due ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Pass 5Watch,” “Special Mention,” “Substandard,” “Doubtful,” “Loss” or words of similar import, (4) that where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are considered troubled debt restructurings or less than ninety (90) days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loan due to concerns regarding the borrower’s ability to pay in accordance with the Loan’s original terms terms, and (56) where a specific reserve allocation exists in connection therewith; and (C) all other assets classified by the Company or ▇▇▇▇▇▇▇ Colonial Federal Savings Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

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

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

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

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

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

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