Common use of Loan Matters Clause in Contracts

Loan Matters. (a) (A) There are no loans and other extensions of credit (including commitments to extend credit) (“Loans”) to any directors, executive officers and principal shareholders (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (C), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects.

Loan Matters. (a) (A) There are no loans and other extensions of credit Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser, each loan, loan agreement, note or borrowing arrangement (including commitments to extend creditleases, credit enhancements, commitments, guarantees and interest-bearing assets) in which the Purchaser or any Subsidiary of Purchaser is a creditor (collectively, “Purchaser Loans”) currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are in all material respects 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 the Knowledge of Purchaser, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms in all material respects (subject to the Bankruptcy and Equity Exception). The notes or other credit or security documents with respect to each such outstanding Purchaser Loan were in compliance in all material respects with all applicable laws at the time of origination by Purchaser or its Subsidiaries. (b) Each outstanding Purchaser Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Purchaser Loan files are being maintained in accordance in all material respects with the relevant notes or other credit or security documents and Purchaser’s written underwriting standards, in each case except for such exceptions as would not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect on Purchaser, and in all material respects with all applicable requirements of applicable law. (c) Section 4.25(d) of the Purchaser Disclosure Schedule sets forth a list of all Purchaser Loans as of the date of this Agreement by Purchaser or any of its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve’s Regulation O Reserve Board (12 C.F.R. Part 215)) of Company Purchaser or any of its Subsidiaries Subsidiaries. There are no employee, officer, director or other affiliate Purchaser Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated not in compliance with Regulation O, and (B) there all such Purchaser Loans are no such Loans that and were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (C), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects.

Loan Matters. (a) (A) There are no loans and other extensions of credit Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, each loan, loan agreement, note or borrowing arrangement (including commitments to extend creditleases, credit enhancements, commitments, guarantees and interest-bearing assets) in which the Company or any Subsidiary of Company is a creditor (collectively, “Loans”) currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are in all material respects 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 the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms in all material respects (subject to the Bankruptcy and Equity Exception). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable laws at the time of origination or purchase by Company or its Subsidiaries. (b) Each outstanding Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in accordance in all material respects with the relevant notes or other credit or security documents and Company’s written underwriting standards, in each case except for such exceptions as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, and in all material respects with all applicable requirements of applicable law. (c) Except as Previously Disclosed, none of the agreements pursuant to which Company or any of its Subsidiaries has sold or is servicing (i) Loans or pools of Loans or (ii) participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against Company or any of its Subsidiaries solely on account of a payment default by the obligor on any such Loan. (d) Company has Previously Disclosed to Purchaser all claims for repurchases by Company or any of its Subsidiaries of home mortgage loans that were sold to third parties by Company and its Subsidiaries that are outstanding or threatened (in writing), in each case, as of the date hereof. (e) Section 3.25(e) of the Company Disclosure Schedule sets forth a list of (i) each Loan that as of June 30, 2012 had an outstanding balance and/or unfunded commitment of $1,000,000 or more and that as of such date (A) was contractually past due 90 days or more in the payment of principal and/or interest, (B) was on non-accrual status, (C) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by Company, any of its Subsidiaries or any Governmental Entity (each, a “Special Mention Loan”), (D) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of Company or any of its Subsidiaries that as of June 30, 2012 was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy Loans, and the book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.25(e) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of June 30, 2012. (f) Section 3.25(f) of the Company Disclosure Schedule sets forth a list of all Loans as of the date of this Agreement by Company or any of its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve’s Regulation O Reserve Board (12 C.F.R. Part 215)) of Company or any of its Subsidiaries Subsidiaries. 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 other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated not in compliance with Regulation O, and (B) there are no all such Loans that are and were not originated in compliance in all material respects with all applicable Laws. (bg) Each outstanding Loan (including Loans held for resale Except as set forth in Section 3.25(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is now nor has it ever been since December 31, 2010 subject to investors) was solicited and originatedany fine, and is and has been administered andsuspension, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes settlement or other credit Contract or security documentsother administrative agreement or sanction by, Company’s written underwriting standards (andor any reduction in any loan purchase commitment from, in any Governmental Entity or Agency relating to the case origination, sale or servicing of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsmortgage or consumer Loans. (ch) None Since December 31, 2008, each of the agreements pursuant to which Company and each of its Subsidiaries has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated by the Company or any of its Subsidiaries has sold Loans satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or pools filing of Loans or participations claims in Loans or pools of Loans contains any obligation to repurchase connection with such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (d) Each outstanding Loan (A) is evidenced by notesmortgage loans, agreements or other evidences of indebtedness that are trueincluding, genuine and what they purport to be, (B) to the extent securedapplicable, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability all Laws relating to or affecting creditors’ rights real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and to general equity principles, exceptadjustable rate mortgages, in each case under clauses applicable as of the time of such origination, processing, underwriting or credit approval; (B2) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between the Company or any of its Subsidiaries and any Agency, loan investor or insurer; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (C)4) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval, and in each case but for such exceptions as have would not hadreasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The notes Effect on Company. (i) Since January 1, 2007, no loan investor representing greater than 30% of the purchased volume for any calendar year has indicated in writing to the Company or other credit any of its Subsidiaries that it has terminated or security documents intends to terminate its relationship with the Company or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to each such outstanding Loan were the Company’s or any of its Subsidiaries’ compliance with laws. (j) Since December 31, 2008, the Company and its Subsidiaries have not engaged in, and, to the Knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) used by the Company or by any of its Subsidiaries has engaged in, directly or indirectly, (1) any foreclosures in compliance material violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in material breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law in all material respects. (k) Since December 31, 2008, Company has not foreclosed upon, or taken a deed or title to, any real estate (other than single-family residential properties) without complying in all material respects with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws at are likely in excess of the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respectsasset’s value.

Loan Matters. (a) (A) There are no loans and other extensions of credit Except as would not reasonably be expected to have a Company Material Adverse Effect, each loan, loan agreement, note or borrowing arrangement (including commitments to extend creditleases, credit enhancements, commitments, guarantees and interest-bearing assets) in which Company or any subsidiary of Company is a creditor (collectively, “Loans”) to any directors, executive officers and principal shareholders currently outstanding (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (Ai) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (Bii) to the extent secured, has been secured by valid Liens which have been perfected and (Ciii) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, terms (subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (CEquity Exception), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws laws at the time of origination or purchase by Company or its Subsidiaries subsidiaries and are complete and correct in all material respects. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, each outstanding Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards and with all applicable requirements of applicable law. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, none of the agreements pursuant to which Company or any of its subsidiaries has sold Loans or Loan pools or participations in Loans or Loan pools contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against Company or any of its subsidiaries solely on account of a payment default by the obligor on any such Loan. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, each agreement between the Bank and a Mortgage Vendor (“Mortgage Vendor Agreement”) is valid and in full force and effect and enforceable in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. No Mortgage Vendor is in material breach of its Mortgage Vendor Agreement. The Bank has the right to stop funding immediately the Mortgage Vendor Agreement upon: (i) an order or directive from any depository institution regulatory authority, (ii) the justifiable suspension of Mortgage Vendor by any of its institutional end-loan Investors (hereinafter defined); (iii) a material, negative change in the Mortgage Vendor’s financial condition; (iv) the Mortgage Vendor’s failure to comply with the terms of the Mortgage Vendor Agreement; or (v) the Mortgage Vendor’s failure to comply with the underwriting, closing delivery and funding requirements of its institutional end-loan Investors. The relevant seller has the obligation to repurchase any Mortgage Vendor Agreement should the

Loan Matters. (a) (A) There are no loans and other extensions All Loans that as of credit (including commitments to extend credit) (“Loans”) to any directorsFebruary 29, executive officers and principal shareholders (as such terms are defined 2016 were contractually past due 90 days or more in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)payment of principal or interest or were classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import are listed on Section 4.27(a) of the Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable LawsDisclosure Schedule. (b) Each outstanding Loan All Loans (i) are, to the Knowledge of the Company, genuine, valid and legally binding obligations of the borrowers thereunder, (ii) have been, to the Knowledge of the Company, duly executed by a borrower of legal capacity, (iii) are enforceable in accordance with their respective terms, except as enforcement may be limited by the Solvency and Equity Exception, and (iv) to the extent secured, have been and continue to be secured by valid Liens and security interests that have been perfected. The Bank has not engaged in any acts or conduct or made any omissions (including Loans held for resale by virtue of the Bank’s holding of any funds or property of, or owing amounts or property to, any borrower or obligor under a Loan) that would give rise to investors) was solicited and originatedany right of rescission, and is and setoff, abatement, diminution, counterclaim or defense. The Bank has been administered not, and, where applicableto the Knowledge of the Company, servicedno other Person has engaged in fraud or has made any material and intentional misrepresentation with respect to any Loan. The Bank has not received any notice that any of the borrowers of any Loan intends to terminate or materially reduce its relationship with the Bank after the Closing. (c) Each Loan was originated by the Bank or, and to the relevant Loan files are being maintainedKnowledge of the Company, by an originator not affiliated with the Bank, in all material respects in accordance with all applicable Law, loan policies, loan sale agreements and procedures of the relevant notes Bank or other credit such originator not affiliated with the Bank, as applicable, and the underlying Loan (or security documents, Company’s written underwriting standards (and, acquisition thereof) was approved by the Bank in accordance with the case of Loans held for resale then applicable approval process. With respect to investorseach Loan, the underwriting standardsBank is the sole legal and beneficial owners of and has good title to such Loan. The Bank has not sold, if anytransferred, of assigned or participated any Loan or the applicable investors) and economic rights associated with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (A) is evidenced by notes, agreements or other evidences of indebtedness that administered and the relevant Loan Documents are true, genuine and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (C), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance being maintained in all material respects in accordance with all applicable Laws at Law, loan policies, loan sale agreements and procedures of the time Bank. (e) Except as evidenced by the Loan Documents, none of origination the material provisions of any Loan Document have been waived, modified, or purchase altered in any respect, or subordinated in any respect, by Company or its Subsidiaries the Bank or, to the Knowledge of the Company, the originator of the Loan. (f) The Loans (i) originated by the Bank have arisen from bona fide transactions entered into by the Bank in the ordinary course of business consistent with past practice and are complete and correct (ii) originated by an entity other than the Bank, to the Company’s Knowledge, have arisen from bona fide transactions entered into by the originator in the ordinary course of business consistent with past practice. (g) The reserve for bad debts arising after December 31, 2015 on the accounting records of the Bank, has been determined in all material respectsrespects in accordance with GAAP. (h) There are no escrow or reserve accounts related to Taxes, insurance or other charges, for any Loan. (i) To the Knowledge of the Company, none of the material collateral of any Loan is subject to any expropriation or condemnation proceedings instituted by any applicable Governmental Entity that would materially and adversely affect the value of such collateral. (j) No Loan is cross-collateralized with a loan that is not a Loan. (k) The Bank does not service loans for any third party. (l) Section 4.27(l) of the Company Disclosure Schedule sets forth a list of all Loans pursuant to which the Bank, to the Knowledge of the Company and other than any Permitted Liens, does not have the most senior lien position with respect to the collateral security interests relating to such Loan. With respect to each secured Loan not listed on Section 4.27(l) of the Company Disclosure Schedule, to the Knowledge of the Company and other than any Permitted Liens, there is no Person other than the applicable borrower with an interest in the collateral relating to such Loan senior to the Bank.

Loan Matters. (a) (A) There are no loans and other extensions of credit Each loan, loan agreement, note or borrowing arrangement (including commitments to extend creditleases, credit enhancements, commitments, guarantees and interest-bearing assets) in which the Company is a creditor (collectively, “Loans”) currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) to the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject to the Enforceability Exceptions). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance with all applicable Laws at the time of origination or purchase by the Company. (b) Each outstanding Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in accordance with the relevant notes or other credit or security documents and the Company’s written underwriting standards, in each case with all applicable requirements of applicable Law and government programs. (c) None of the agreements pursuant to which the Company has sold or is servicing (i) Loans or pools of Loans or (ii) participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against the Company. (d) The Company has Previously Disclosed to Parent all claims for repurchases by the Company of Loans that were sold to third parties by the Company that are outstanding or threatened (in writing), in each case, as of the date hereof or the Closing Date. (e) Section 3.25(e) of the Company Disclosure Schedule sets forth a list of (i) each Loan that as of September 30, 2015 and as of the last Business Day of the last calendar month prior to the Closing Date (A) was contractually past due 90 days or more in the payment of principal and/or interest, (B) was on non-accrual status, (C) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by the Company, or any Governmental Entity (D) a specific reserve allocation existed in connection therewith or (E) was required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, (ii) each Loan that as of September 30, 2015 and as of the last Business Day of the last calendar month prior to the Closing Date had an outstanding balance and/or unfunded commitment of $100,000 or more and that as of such date as to which (A) a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due or (B) the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, and (iii) each asset of the Company that as of September 30, 2015 and as of the last Business Day of the last calendar month prior to the Closing Date was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy Loans, and the book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 3.25(e) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of September 30, 2015 and as of the last Business Day of the last calendar month prior to the Closing Date. (f) Section 3.25(f) of the Company Disclosure Schedule sets forth a list of all Loans as of the date of this Agreement by the Company to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve System (the “Federal Reserve’s Regulation O ”) (12 C.F.R. Part 215)) of Company the Company. There are no employee, officer, director or any of its Subsidiaries other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated not in compliance with Regulation O, and (B) there are no all such Loans that are and were not originated in compliance in all material respects with all applicable Laws. (bg) Each outstanding Loan (including Loans held for resale The Company is not now nor has it ever been since January 1, 2012 subject to investors) was solicited and originatedany fine, and is and has been administered andsuspension, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes settlement or other credit contract or security documentsother administrative agreement or sanction by, Company’s written underwriting standards (andor any reduction in any loan purchase commitment from, in any Governmental Entity or agency relating to the case origination, sale or servicing of mortgage or consumer Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsor Loans guaranteed by any governmental agency. (ch) None Since January 1, 2012, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of the agreements pursuant to which 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 mortgage loan originated by the obligor on any Company satisfied: (1) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such Loan. (d) Each outstanding Loan (A) is evidenced by notesmortgage loans, agreements or other evidences of indebtedness that are trueincluding, genuine and what they purport to be, (B) to the extent securedapplicable, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability all Laws relating to or affecting creditors’ rights real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and to general equity principles, exceptadjustable rate mortgages, in each case under clauses applicable as of the time of such origination, processing, underwriting or credit approval; (B2) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between the Company and any Agency, loan investor or insurer; (3) the applicable rules, regulations, guidelines, procedures, handbooks and other requirements of any Agency, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (C), as have not had, individually or in 4) the aggregate, a Company Material Adverse Effect. The notes terms and provisions of any mortgage or other credit or security collateral documents and other loan documents with respect to each such outstanding Loan were mortgage loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (i) Since January 1, 2012, no loan investor representing greater than 10% of the purchased volume for any calendar year has indicated in writing to the Company that it has terminated or intends to terminate its relationship with the Company for poor performance, poor loan quality or concern with respect to the Company’s compliance with Laws. (j) Since January 1, 2012, the Company has not engaged in, and, to the Knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers) used by the Company has engaged in, directly or indirectly, (1) any foreclosures in all material respects violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law. (k) Since January 1, 2012, the Company has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws at are likely in excess of the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respectsasset’s value.

Loan Matters. (a) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, each Loan of Parent and its Subsidiaries (Ai) There is evidenced by notes, agreements or other evidences of indebtedness that are no loans true, genuine and other extensions of credit what they purport to be, (including commitments to extend credit) (“Loans”ii) to any directors, executive officers the extent carried on the books and principal shareholders (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) records of Company or any of Parent and its Subsidiaries on as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated have been perfected and (Biii) there are no such Loans that were not originated is the legal, valid and binding obligation of the obligor named therein, enforceable in compliance in all material respects accordance with all applicable Lawsits terms, subject to the Enforceability Exceptions. (b) Each In all material respects, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsfederal, state and local laws, regulations and rules. (c) None of the agreements pursuant to which Company There are no outstanding Loans made by Parent or any of its Subsidiaries has sold Loans to any “executive officer” or pools of Loans or participations other “insider” (as each such term is defined in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default Regulation O promulgated by the obligor on any such LoanFederal Reserve) of Parent, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (d) Each outstanding Loan (A) Neither Parent nor any of its Subsidiaries is evidenced by notesnow nor has it ever been since January 1, agreements 2014, subject to any fine, suspension, settlement or other evidences contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of indebtedness that are truemortgage or consumer Loans. (e) Since January 1, genuine 2014, Parent has complied in all material respects with, and what they purport all documentation in connection with the origination, processing, underwriting and credit approval of any Loan originated by Parent or any of its Subsidiaries has, in all material respects, satisfied: (1) all applicable Laws with respect to bethe origination, (B) insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such Loans, including, to the extent securedapplicable, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability all Laws relating to or affecting creditors’ rights real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and to general equity principles, exceptadjustable rate mortgages, in each case under clauses applicable as of the time of such origination, processing, underwriting or credit approval; (B2) the responsibilities and obligations relating to such Loans set forth in any contract between Parent or any of its Subsidiaries, on the one hand, and any Governmental Entity, loan investor or insurer, on the other hand; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Governmental Entity, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (C), as have not had, individually or in 4) the aggregate, a Company Material Adverse Effect. The notes terms and provisions of any mortgage or other credit or security collateral documents and other loan documents with respect to each such outstanding Loan were Loan; in compliance each case applicable as of the time of such origination, processing, underwriting or credit approval. (f) Since January 1, 2014, Parent has not engaged in, and, to the knowledge of Parent, no third-party vendors (including outside law firms and other third-party foreclosure services providers used by Parent or any of its Subsidiaries, as applicable) has engaged in, directly or indirectly, (1) any foreclosures in all material respects violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Parent Regulatory Agreement or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to Loans that do not comply with any applicable Law. (g) Since January 1, 2014, Parent has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value. (h) The allowance for loan losses reflected in Parent’s audited balance sheet at December 31, 2016 was, and the time allowance for the loan losses shown on the balance sheets in the Parent Financial Statements for periods ending after such date, in the opinion of origination management, were, or purchase by Company or its Subsidiaries and are complete and correct in all material respectswill be, adequate as of the dates thereof, under GAAP.

Loan Matters. (a1) Each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (A) There are no loans and other extensions of credit (including commitments to extend credit) (collectively, “Loans”) to any directorscurrently outstanding (i) is evidenced by notes, executive officers and principal shareholders (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note agreements or other relevant 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 the Knowledge of the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity). The notes or other credit or security agreement or on which the borrower is paying a rate which was below market at the time the documents with respect to each such outstanding Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable LawsApplicable Law at the time of origination by the Company and are complete and correct in all material respects. (b2) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects maintained in accordance with the relevant notes or other credit or security documents, the Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of LawsApplicable Law. (c3) None Except as Previously Disclosed, 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 or to pursue any other form of recourse against the Company solely on account of a payment default by the obligor on any such Loan. (d4) Each The Company has Previously Disclosed all claims for repurchases by the Company of mortgage loans that have been sold to third parties by the Company between the commencement of operations by the Company and the date hereof that are outstanding or threatened, in each case, as of the date hereof. (5) Section 4.03(s)(5) of the Company Disclosure Schedule sets forth a list of (i) each Loan that as of September 30, 2012 (A) is evidenced by notes, agreements was contractually past due 90 days or more in the payment of principal and/or interest or was in default of any other evidences of indebtedness that are true, genuine and what they purport to bematerial provision, (B) as to which a reasonable doubt exists as to the timely future collectibility of principal and/or interest, whether or not interest is still accruing or the Loans are less than 90 days past due, or (C) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, and (ii) each asset of the Company that as of September 30, 2012 was classified as an asset to satisfy Loans, and the book value thereof as of such date. For each loan identified in accordance with the immediately preceding sentence, Section 4.03(s)(5) of the Company Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of September 30, 2012. (6) The Company is approved by and is in good standing: (1) as a nonsupervised mortgagee with automatic authority by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (2) with the Department of Veteran’s Affairs (“VA”) to originate VA loans; and (3) with the Federal Home Loan Mortgage Corporation to originate conventional residential mortgage Loans. (7) The Company is not now nor has it ever been since December 31, 2008 subject to any fine, suspension, settlement or other Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Government Sponsored Enterprise relating to the origination, sale or servicing of mortgage or consumer Loans. Neither the Company nor any of its Subsidiaries has received any notice, nor does it have any reason to believe as of the date of this Agreement, that any Government Sponsored Enterprise proposes to limit or terminate the underwriting authority of the Company or to increase the guarantee fees payable to any such Governmental Entity or Government Sponsored Enterprise. (8) The Company has not and does not pool any of the Loans originated, acquired or serviced by the Company. (9) Since December 31, 2008, the Company has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated by the Company satisfied, in all material respects: (1) all Applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such mortgage loans, including, to the extent securedapplicable, has been secured by valid Liens which have been perfected and (C) to the knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability all Applicable Laws relating to or affecting creditors’ rights real estate settlement procedures, consumer credit protection, truth in lending laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and to general equity principles, exceptadjustable rate mortgages, in each case under clauses applicable as of the time of such origination, processing, underwriting or credit approval; (B2) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between the Company and any Government Sponsored Enterprise, loan investor or insurer; (3) the applicable rules, regulations, guidelines, handbooks and other requirements of any Government Sponsored Enterprise, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (C), as have not had, individually or in 4) the aggregate, a Company Material Adverse Effect. The notes terms and provisions of any mortgage or other credit or security collateral documents and other loan documents with respect to each such outstanding Loan were mortgage loan, in compliance in all material respects with all each case applicable Laws at as of the time of origination such origination, processing, underwriting or purchase credit approval. (10) The electronic data files delivered by the Company to Purchaser or to which the Company provided Purchaser access with respect to all outstanding Loans as of each of September 30, 2012 and October 31, 2012 are true, correct and complete as of their respective dates. (11) Since December 31, 2008, no Government Sponsored Enterprise, loan investor or insurer has indicated in writing to the Company or any of its Subsidiaries that it has terminated or intends to terminate its relationship with the Company for poor performance, poor loan quality or concern with respect to the Company’s compliance with laws. (12) Since December 31, 2008, the Company has not engaged in, and, to the Knowledge of the Company, no third-party vendors (including outside law firms and other third-party foreclosure services providers, collectively, the “Mortgage Vendors”) used by the Company or by any of its Subsidiaries has engaged in, directly or indirectly, (1) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Contract or (2) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law. (13) The Company’s Affiliates, officers and employees that are complete required to be registered as mortgage loan originators or mortgage brokers (or in a similar capacity) with any state or federal jurisdiction are so registered; and correct the Company is duly registered with each such applicable Governmental Authority as such, and such registrations are in all material respectsfull force and effect.

Loan Matters. (a) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each loan currently outstanding in which any Purchaser Entity is a creditor (A) There are no loans and other extensions of credit (including commitments to extend credit) (the “Purchaser Loans”) to any directors, executive officers and principal shareholders ): (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (Ai) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, ; (Bii) to the extent secured, has been secured by valid Liens which have been perfected perfected; and (Ciii) to the knowledge Knowledge of CompanyPurchaser, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, terms (subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (CEquity Exception), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Purchaser Loan were in compliance in all material respects with all applicable Laws laws at the time of origination or purchase by Company or its Subsidiaries a Purchaser Entity and are complete and correct in all material respects. (b) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each outstanding Purchaser Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Purchaser Loan files are being maintained in accordance with the relevant notes or other credit or security documents, Purchaser’s written underwriting standards and with all applicable requirements of applicable law. (c) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, none of the agreements pursuant to which any Purchaser Entity has sold Purchaser Loans or Purchaser Loan pools or participations in Purchaser Loans or Purchaser Loan pools contains any obligation to repurchase such Purchaser Loans or interests therein or to pursue any other form of recourse against any Purchaser Entity solely on account of a payment default by the obligor on any such Purchaser Loan. (d) Except as would not reasonably be expected to have a Purchaser Material Adverse Effect, each agreement between a Purchaser Entity and a Purchaser Mortgage Vendor, hereinafter defined (“Purchaser Mortgage Vendor Agreement”), is valid and in full force and effect and enforceable in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. To Purchaser’s Knowledge, no Purchaser Mortgage Vendor is in material breach of its Purchaser Mortgage Vendor Agreement. Each Purchaser Entity has the right to stop funding immediately any Purchaser Mortgage Vendor Agreement upon: (i) an order or directive from any depository institution regulatory authority; (ii) the justifiable suspension of Purchaser Mortgage Vendor by any of its institutional end-loan Purchaser Mortgage Investors (hereinafter defined); (iii) a material, negative change in the Purchaser Mortgage Vendor’s financial condition; (iv) the Mortgage Vendor’s failure to comply with the terms of the Purchaser Mortgage Vendor Agreement; or (v) the Purchaser Mortgage Vendor’s failure to comply with the underwriting, closing delivery and funding requirements of its institutional end-loan Investors. The relevant seller has the obligation to repurchase any Purchaser Loan which is the subject of any Purchaser Mortgage Vendor Agreement should the sale of any Purchaser Loan or Purchaser Loans scheduled for purchase by the Investor fail to be consummated within a specified time, not to exceed ninety (90) days, after the date on which an interest in the Purchaser Loan is purchased by the Purchaser Entity. For purposes of this Agreement, “Purchaser Mortgage Vendor” means a third-party that originates or purchases mortgage loans from whom any Purchaser Entity purchases, or did purchase, a participation interest in such mortgage loans or whose origination or purchase of mortgage loans was financed by any Purchaser Entity.

Loan Matters. (a) (A) There are no loans and other extensions of credit Except as would not reasonably be expected to have a Seller Material Adverse Effect, each loan, loan agreement, note or borrowing arrangement (including commitments to extend creditleases, credit enhancements, commitments, guarantees and interest-bearing assets) in which any Seller Entity is a creditor (collectively, “Seller Loans”) to any directors, executive officers and principal shareholders currently outstanding (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (Ai) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (Bii) to the extent secured, has been secured by valid Liens which have been perfected and (Ciii) to the knowledge Knowledge of CompanySeller, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, terms (subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (CEquity Exception), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Seller Loan were in compliance in all material respects with all applicable Laws laws at the time of origination or purchase by Company or its Subsidiaries a Seller Entity and are complete and correct in all material respects. (b) Except as would not reasonably be expected to have a Seller Material Adverse Effect, each outstanding Seller Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Seller Loan files are being maintained in accordance with the relevant notes or other credit or security documents, such Seller Entity’s written underwriting standards and with all applicable requirements of applicable law. (c) Except as would not reasonably be expected to have a Seller Material Adverse Effect, none of the agreements pursuant to which any Seller Entity has sold Seller Loans or Seller Loan pools or participations in Seller Loans or Seller Loan pools contains any obligation to repurchase such Seller Loans or interests therein or to pursue any other form of recourse against any Seller Entity solely on account of a payment default by the obligor on any such Seller Loan. (d) Except as would not reasonably be expected to have a Seller Material Adverse Effect, each agreement between a Seller Entity and a Seller Mortgage Vendor, hereinafter defined (“Seller Mortgage Vendor Agreement”), is valid and in full force and effect and enforceable in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. To Seller’s Knowledge, no Seller Mortgage Vendor is in material breach of its Seller Mortgage Vendor Agreement. The applicable Seller Entity has the right to stop funding immediately the Seller Mortgage Vendor Agreement upon: (i) an order or directive from any depository institution regulatory authority; (ii) the justifiable suspension of Seller Mortgage Vendor by any of its institutional end-loan Seller Mortgage Investors (hereinafter defined); (iii) a material, negative change in the Seller Mortgage Vendor’s financial condition; (iv) the Seller Mortgage Vendor’s failure to comply with the terms of the Seller Mortgage Vendor Agreement; or (v) the Seller Mortgage Vendor’s failure to comply with the underwriting, closing delivery and funding requirements of its institutional end-loan Seller Mortgage Investors. The relevant seller has the obligation to repurchase any Seller Loan subject to a Seller Mortgage Vendor Agreement should the sale of any Seller Loan or Seller Loans scheduled for purchase by the Seller Mortgage Investor fail to be consummated within a specified time, not to exceed ninety (90) days, after the date on which an interest in the Seller Loan is purchased by the Seller Entity. For purposes of this Agreement, “Seller Mortgage Vendor” means a third-party that originates or purchases mortgage loans from whom any Seller Entity purchases, or did purchase, a participation interest in such mortgage loans or whose origination or purchase of mortgage loans was financed by any Seller Entity.

Loan Matters. (a) (A) There are no loans and other extensions of credit Each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, letters of credit, guarantees and interest-bearing assets, interests in loan participations and assignments, customer liabilities on bankers acceptance and all other binding commitments and obligations to extend credit) in which Suncrest or any Subsidiary of Suncrest is a creditor (collectively, “Loans”) to any directors, executive officers and principal shareholders currently outstanding (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of Company or any of its Subsidiaries on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was below market at the time the Loan was originated and (B) there are no such Loans that were not originated in compliance in all material respects with all applicable Laws. (b) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Company’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements pursuant to which 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. (d) Each outstanding Loan (Ai) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (Bii) to the extent secured, is secured by a valid, perfected and enforceable Lien on the secured property having the priority described in Suncrest’s records and the applicable security agreement and; (iii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore, none of which has been secured waived by valid Liens which have been perfected Suncrest; and (Civ) to the knowledge Knowledge of CompanySuncrest, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, terms (subject to bankruptcy, insolvency, fraudulent conveyance the Bankruptcy and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (B) and (CEquity Exception), as have not had, individually or in the aggregate, a Company Material Adverse Effect. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by Company Suncrest or its Subsidiaries. (b) Each outstanding Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained in material accordance with the relevant notes or other credit or security documents and Suncrest’s written underwriting standards, in each case in compliance in all material respects with all applicable requirements of applicable Law and government programs. Each outstanding Loan is held by Suncrest for investment and not for sale. (c) None of the agreements pursuant to which Suncrest or any of its Subsidiaries has sold or is servicing (i) Loans or pools of Loans or (ii) participations in Loans or pools of Loans, in each case, contains any obligation to repurchase such Loans or interests therein or to pursue any other form of recourse against Suncrest or any of its Subsidiaries, other than any obligations of, or recourse against, Suncrest or any of its Subsidiaries that arise, by the express terms of any such agreement, upon a breach or default by Suncrest or any of its Subsidiaries of such agreement. (d) Section 4.26(d) of the Suncrest Disclosure Schedule sets forth a list of each Loan that as of June 30, 2021, and will set forth each Loan that as of the Determination Date, (i) (A) was contractually past due 90 days or more in the payment of principal and/or interest, (B) was on non-accrual status, (C) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired” or “special mention” (or words of similar import) by Suncrest, any of its Subsidiaries or any Governmental Authority (D) a specific reserve allocation existed in connection therewith or (E) was required to be accounted for as a troubled debt restructuring in accordance with ASC 310-40, and (ii) each asset of Suncrest or any of its Subsidiaries that as of June 30, 2021 and as of the Determination Date was classified as “other real estate owned,” “other repossessed assets” or as an asset to satisfy Loans, and the book value thereof as of such date. For each Loan identified in accordance with the immediately preceding sentence, Section 4.26(e) of the Suncrest Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of June 30, 2021 and also will set forth such information as of the Determination Date. (e) The allowance for loan losses reflected in reports by Suncrest to each Governmental Authority has been and will be established in compliance with the requirements of all regulatory criteria, and the allowance for loan losses shown in the Suncrest Financial Statements has been and will be established and maintained in accordance with GAAP and applicable Law and in a manner consistent with Suncrest’s internal policies. The allowance for loan losses reflected in such reports and the allowance for loan losses shown in the Suncrest Financial Statements, in the opinion of management, was or will be adequate as of the dates thereof. (f) Section 4.26(f) of the Suncrest Disclosure Schedule sets forth a list of all Loans as of the date of this Agreement, and will set forth a list of all Loans as of the Determination Date, by Suncrest or any of its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are complete defined in Regulation O of the Board of Governors of the Federal Reserve (12 C.F.R. Part 215)) of Suncrest or any of its Subsidiaries. There are no employee, executive officer, director or other Affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O, and correct all such Loans are and were originated in compliance with all applicable Laws. (g) Neither Suncrest nor any of its Subsidiaries is now nor has it ever been since January 1, 2018 subject to any fine, suspension, settlement or other Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority or agency relating to the origination, sale or servicing of mortgage or consumer Loans or Loans guaranteed by any governmental agency. (h) Since January 1, 2019, each of Suncrest and each of its Subsidiaries has complied with in all material respects, and all documentation in connection with the origination, processing, underwriting and credit approval of any residential mortgage loan originated by Suncrest or any of its Subsidiaries satisfied in all material respects: (i) all applicable Laws with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing, loan modification, loss mitigation or filing of claims in connection with such mortgage loans, including, to the extent applicable, all Laws relating to real estate settlement procedures, consumer credit protection, truth in lending Laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, in each case applicable as of the time of such origination, processing, underwriting or credit approval; (ii) the responsibilities and obligations relating to such mortgage loans set forth in any Contract between Suncrest or any of its Subsidiaries and any agency, loan investor or insurer; (iii) the applicable rules, regulations, guidelines, procedures, handbooks and other requirements of any agency, loan investor or insurer, in each case applicable as of the time of such origination, processing, underwriting or credit approval; and (iv) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each such mortgage loan; in each case applicable as of the time of such origination, processing, underwriting or credit approval. (i) Since January 1, 2019, no loan investor has indicated in writing to Suncrest or any of its Subsidiaries that it has terminated or intends to terminate its relationship with Suncrest or any of its Subsidiaries for poor performance, poor loan quality or concern with respect to Suncrest’s or any of its Subsidiaries’ compliance with Laws. (j) Since January 1, 2019, Suncrest and its Subsidiaries have not engaged in, and, to the Knowledge of Suncrest, no third-party vendors (including outside law firms and other third-party foreclosure services providers) used by Suncrest or by any of its Subsidiaries has engaged in, directly or indirectly, (i) any foreclosures in violation of any applicable Law, including but not limited to the Servicemembers Civil Relief Act, or in breach of any binding Regulatory Agreement or (ii) the conduct referred to as “robo-signing” or any other similar conduct of approving or notarizing documents relating to mortgage loans that do not comply with any applicable Law. (k) Since January 1, 2019, Suncrest has not foreclosed upon, managed or taken a deed or title to, any real estate (other than single-family residential properties) without complying with all applicable FDIC environmental due diligence standards (including FDIC Bulletin FIL-14-93, and update FIL-98-2006) or foreclosed upon, managed or taken a deed or title to, any such real estate if the environmental assessment indicates the liabilities under Environmental Laws are likely in excess of the asset’s value.