Common use of Loan Matters Clause in Contracts

Loan Matters. (a) Each Loan 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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) To the Knowledge of Target, 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, Target’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 Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of PHC 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. (b) Each Loan currently outstanding loan held by PHC or any of its Subsidiaries (including loans held for resale to investors) was solicited and originated, and is and has been 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, PHC’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which PHC or any of its Subsidiaries has sold loans or pools of loans or participations in loans or pools of loans contains any obligation to repurchase such loans or interests therein. (d) Each outstanding loan held by PHC or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by PHC or any of its Subsidiaries, PHC has provided or made available to MBI a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetPHC, each outstanding Loan borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including Loans held for resale to investors) was solicited and originatedin-substance foreclosures, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, all other assets currently held that were acquired through foreclosure or in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case lieu of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsforeclosure. (cf) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that The allowance for loan losses reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which PHC Financial Statements was not (and will be for periods ended after June 30, 2019) in compliance with Regulation O its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and (iii) all the Financial Accounting Standards Board and was adequate under such Loans are and were originated in compliance in all material respects with all applicable Lawsstandards.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of MBI 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. (b) Each Loan currently outstanding loan held by MBI or any of 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 accordance with the relevant notes or other credit or security documents, MBI’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which MBI 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. (d) Each outstanding loan held by MBI or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by MBI or any of its Subsidiaries, MBI has provided or made available to PHC a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith, or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetMBI, each outstanding Loan borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including Loans held for resale to investors) was solicited and originatedin-substance foreclosures, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, all other assets currently held that were acquired through foreclosure or in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case lieu of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsforeclosure. (cf) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that The allowance for loan losses reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which MBI Financial Statements was not (and will be for periods ended after June 30, 2019) in compliance with Regulation O its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and (iii) all the Financial Accounting Standards Board and was adequate under such Loans are and were originated in compliance in all material respects with all applicable Laws.standards. TABLE OF CONTENTS​​​​​

Loan Matters. (a) Each Loan currently outstanding There are: (i) is evidenced by notesexcept as set forth in Section 3.20(a) of the Seller Disclosure Schedules, agreements no outstanding loans and other extensions of credit, including commitments to extend credit (“Loans”) to any directors, executive officers or other evidences principal shareholders (as such terms are defined in the Federal Reserve's Regulation O (12 C.F.R. Part 215)) of indebtedness that are true, genuine and what they purport to be, the Company or the Bank, (ii) except as set forth in Section 3.20(a) of the Seller Disclosure Schedules, no outstanding Loans to any employee, officer or director of the extent securedBank or other Affiliate of the Bank 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 below market at the time the Loan was originated, has been secured by valid Liens which have been perfected and and (iii) to the Knowledge of Target, is a legal, valid and binding obligation of the obligor named therein, enforceable no such outstanding Loans that were not originated in accordance compliance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)Laws. (b) To Except as set forth in Section 3.20(b) of the Knowledge of TargetSeller Disclosure Schedules, each outstanding Loan (Loan, including Loans held for resale to investors or previously sold to investors) was , has been 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, Target’s the Bank's written underwriting standards (and, in the case of outstanding Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable requirements of LawsLaws and applicable requirements of any government-sponsored enterprise program. Except as set forth on Section 3.20(b) of the Seller Disclosure Schedules, such notes or other credit or security documents with respect to each such outstanding Loan are complete and correct in all material respects. The Bank has properly fulfilled in all material respects its contractual responsibilities and duties in any outstanding Loans in which it acts as the lead lender or servicer and has complied in all material respects with their duties as required under applicable regulatory requirements. (c) None of the Contracts agreements pursuant to which any Target Entity the Bank has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account therein, other than repurchase obligations arising upon a breach of a payment default by the obligor on any such Loanrepresentations and warranties, covenants or other obligations. (d) Section 4.26(d3.20(d) of the Target’s Seller Disclosure Memorandum Schedules sets forth a true and complete list of all Loans (i) each Loan that as of April 30March 31, 2012 2018, (A) under the terms of which the obligor was contractually past due 90 days or more in payment of principal or interest, (B) was on a “watch list” by Target the Bank or any applicable regulatory authority, (C) where the interest rate terms have been reduced or the maturity dates have been extended subsequent to any directorsthe agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, executive officers (D) where a specific reserve allocation exists in connection therewith or (E) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and principal stockholders (as such terms are defined in Regulation O ii) each asset of the Federal Reserve Board Company or the Bank that as of the date of this Agreement was classified as “Other Real Estate Owned” or as an asset to satisfy outstanding Loans, including repossessed equipment. For each Loan identified in response to clause (12 C.F.R. Part 215)i) above, Section 3.20(d) of any Target Entitythe Seller Disclosure Schedules sets forth the outstanding balance, including accrued interest, on each such Loan and the identity of the borrower under such Loan as of such date. True and complete copies of the currently effective credit policies and practices of the Bank have been made available to Buyer prior to the date of this Agreement. (e) Except as set forth in Section 3.20(e) of the Seller Disclosure Schedules, to the Knowledge of the Company or the Bank, each outstanding Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) there are no employeeto the extent carried on the books of the Bank as a secured Loan, officer, director or other affiliate Loans on has been secured by valid Liens 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 have been perfected and (iii) all such Loans are is a legal, valid and were originated binding obligation of the obligor named therein, enforceable in compliance in all material respects accordance with all applicable Lawsits terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of First Southern 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. (b) Each Loan currently outstanding loan held by First Southern or any of 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 accordance with the relevant notes or other credit or security documents, First Southern’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which First Southern 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 held by First Southern or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by First Southern or any of its Subsidiaries, First Southern has provided or made available to CenterState a list of the following: (i) all loans (A) that as of September 30, 2013, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of September 30, 2013 are on non-accrual status, (C) that as of September 30, 2013 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of December 31, 2013, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith, or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetFirst Southern, each outstanding Loan borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including Loans held for resale to investors) was solicited and originatedin-substance foreclosures, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, all other assets currently held that were acquired through foreclosure or in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case lieu of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsforeclosure. (cf) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that The allowance for loan losses reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which First Southern Financial Statements was not (and will be for periods ended after September 30, 2013) in compliance with Regulation O its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and (iii) all the Financial Accounting Standards Board and was adequate under such Loans are and were originated in compliance in all material respects with all applicable Lawsstandards.

Loan Matters. (a) Each Loan currently outstanding (iA) is evidenced Section 3.25(a) of the Company Disclosure Letter sets forth a list of all loans and other extensions of credit (including commitments to extend credit) (“Loans”) as of the date hereof by notesCompany and its Subsidiaries to any directors, agreements executive officers and principal shareholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Company or any of its Subsidiaries, (B) there are no employee, officer, director or other evidences of indebtedness affiliate Loans on which the borrower is paying a rate other than that are true, genuine and what they purport to be, (ii) to reflected in the extent secured, has been secured by valid Liens note or other relevant credit or security agreement or on which have been perfected the borrower is paying a rate which was below market at the time the Loan was originated and (iiiC) to the Knowledge of Target, is a legal, valid all such Loans are and binding obligation of the obligor named therein, enforceable were originated in accordance with its terms (except compliance in all cases as such enforceability may be limited by material respects with all applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)Laws. (b) To the Knowledge of Target, each 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, TargetCompany’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 Contracts agreements pursuant to which Company or any Target Entity 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) Section 4.26(d3.25(d) of the Target’s Company Disclosure Memorandum sets forth a list of all Loans Letter identifies (A) each Loan that as of April June 30, 2012 by Target to any directors, executive officers and 2014 (i) was contractually past due 90 days or more in the payment of principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Target Entityand/or interest, (ii) there was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Company, any of its Subsidiaries or any applicable regulatory authority, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are no employeeless than 90 days past due, officer(v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, director (vi) where a specific reserve allocation exists in connection therewith, or (vii) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (B) each asset of Company or any of its Subsidiaries that as of June 30, 2014 was classified as OREO or as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (A) above, Section 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of date. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other affiliate Loans on 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 borrower knowledge of Company, is paying a rate legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other than that reflected in the note laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The notes or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance documents with Regulation O and (iii) all respect to each such Loans are and outstanding Loan were originated in compliance in all material respects with all applicable LawsLaws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects. (f) To the knowledge of Company, each Loan included in a pool of Loans originated, acquired or serviced by Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

Loan Matters. Except as set forth on Disclosure Schedule 3.17: (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of CBKS 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. (b) Each Loan currently outstanding loan held by CBKS or any of 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 reasonably maintained, in accordance with the relevant notes or other credit or security documents, CBKS’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which CBKS 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 held by CBKS or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion Bankruptcy and Equity Exception), each to the Knowledge of the court before which any proceeding may be brought)CBKS. (be) To With respect to the Knowledge loans held by CBKS or any of Targetits Subsidiaries, each outstanding Loan CBKS has provided or made available to CenterState a list as of June 30, 2015 of the following: (i) all loans (including Loans held for resale to investorsloan participants) was solicited and originated, and is and has that have been administered and, where applicable, serviced, and accelerated during the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards past twelve (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors12) and with all applicable requirements of Laws. (c) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, months; (ii) there are no employee, officer, director all loan commitments or other affiliate Loans on lines of credit which have been terminated during 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 (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws.past twelve

Loan Matters. (a) Each Loan currently outstanding (iA) is evidenced Section 3.25(a) of the Company Disclosure Letter sets forth a list of all loans and other extensions of credit (including commitments to extend credit) (“Loans”) as of the date hereof by notesCompany and its Subsidiaries to any directors, agreements executive officers and principal shareholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 215)) of Company or any of its Subsidiaries, (B) there are no employee, officer, director or other evidences of indebtedness affiliate Loans on which the borrower is paying a rate other than that are true, genuine and what they purport to be, (ii) to reflected in the extent secured, has been secured by valid Liens note or other relevant credit or security agreement or on which have been perfected the borrower is paying a rate which was below market at the time the Loan was originated and (iiiC) to the Knowledge of Target, is a legal, valid all such Loans are and binding obligation of the obligor named therein, enforceable were originated in accordance with its terms (except compliance in all cases as such enforceability may be limited by material respects with all applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)Laws. (b) To the Knowledge of Target, each 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, TargetCompany’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 Contracts agreements pursuant to which Company or any Target Entity 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) Section 4.26(d3.25(d) of the Target’s Company Disclosure Memorandum sets forth a list of all Loans Letter identifies (A) each Loan that as of April September 30, 2012 by Target to any directors, executive officers and 2014 (i) was contractually past due 90 days or more in the payment of principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Target Entityand/or interest, (ii) there was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Company, any of its Subsidiaries or any applicable regulatory authority, (iv) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the Loans are no employeeless than 90 days past due, officer(v) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, director (vi) where a specific reserve allocation exists in connection therewith, or (vii) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (B) each asset of Company or any of its Subsidiaries that as of September 30, 2014 was classified as OREO or as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (A) above, Section 3.25(d) of the Company Disclosure Letter sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of date. (e) Each outstanding Loan (A) is evidenced by notes, agreements or other affiliate Loans on 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 borrower Knowledge of Company, is paying a rate legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other than that reflected in the note laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The notes or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance documents with Regulation O and (iii) all respect to each such Loans are and outstanding Loan were originated in compliance in all material respects with all applicable LawsLaws at the time of origination or purchase by Company or its Subsidiaries and are complete and correct in all material respects. (f) To the Knowledge of Company, each Loan included in a pool of Loans originated, acquired or serviced by Company or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

Loan Matters. (a) Each Loan currently outstanding (i) is evidenced All Loans held by notesBancshares or Cornerstone or any of their Subsidiaries were made for good, agreements valuable, and adequate consideration in the ordinary course of business and in accordance with sound banking practices, and none of such Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, except, however, such as may be provided by bankruptcy, insolvency, or similar Laws or by general principles of equity. The promissory notes or other evidences of indebtedness that evidencing such Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are truelegal, genuine valid, binding, and what they purport to be, enforceable. (ii) to Except as set forth on Schedule 4.2(x)(ii) of the extent securedCornerstone Disclosure Memorandum, neither the terms of any Loan held, originated, made, administered, or serviced by Bancshares or Cornerstone or any of their Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been secured by valid Liens which have been perfected administered or serviced, nor Bancshares’ or Cornerstone’s or their Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act, Regulation B, Regulation O, and Regulation Z of the Federal Reserve, the CRA, the Equal Credit Opportunity Act, and any state Laws relating to consumer protection, installment sales, and usury. (iii) to the Knowledge of TargetThe Cornerstone Parties’ allowance for loan and lease losses is, is a legal, valid and binding obligation shall be as of the obligor named thereinEffective Time, enforceable in accordance compliance with its terms (except in all cases their existing methodology for determining the adequacy of their allowance for loan and lease losses as such enforceability may be limited well as the standards established by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting Governmental Entities and the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) To the Knowledge of Target, each outstanding Loan (including Loans held for resale to investors) was solicited and originatedFinancial Accounting Standards Board, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in shall be adequate under all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting such standards, if any, of the applicable investors) and with all applicable requirements of Laws. (civ) None Except as set forth on Schedule 4.2(x)(iv) of the Cornerstone Disclosure Memorandum, none of the Contracts pursuant to which Bancshares or Cornerstone or any Target Entity of their Subsidiaries has sold Loans or pools of Loans Loans, or participations in Loans or pools of Loans contains Loans, contain any liability or obligation on the part of Bancshares or Cornerstone or any of their Subsidiaries to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loantherein. (dv) Section 4.26(dSet forth on Schedule 4.2(x)(v) of the Target’s Cornerstone Disclosure Memorandum sets forth is a true, correct, and complete list of all Loans Loans, as of April 30the date hereof, 2012 by Target Bancshares or Cornerstone or any of their Subsidiaries to any directorsdirector, executive officers and officer, or principal stockholders shareholder (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of Bancshares or Cornerstone or any Target Entityof their Subsidiaries. All such Loans are, (ii) there are no employeeand were originated, 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 (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (vi) Set forth on Schedule 4.2(x)(vi) of the Cornerstone Disclosure Memorandum is a true, correct, and complete listing, as of November 30, 2014, by account of: (A) each borrower, customer, or other Person who has notified Bancshares or Cornerstone or any of their Subsidiaries during the past 12 months of, or has asserted against Bancshares or Cornerstone or any of their Subsidiaries, any “lender liability” or similar claim; and (B) all Loans of Bancshares and Cornerstone and their Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by Bancshares or Cornerstone or any of their Subsidiaries as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of November 30, 2014.

Loan Matters. (a) Each Loan currently outstanding There are (i) is evidenced by notesno loans and other extensions of credit (including commitments to extend credit) (“Loans”) to any directors, agreements executive officers or other evidences principal stockholders (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of indebtedness that are true, genuine and what they purport to bethe Bank or any of its Subsidiaries, (ii) no Loans to any employee, officer or director of the extent secured, has been secured by valid Liens Bank or other Affiliate of the Bank on which have been perfected 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 (iii) to the Knowledge of Target, is a legal, valid and binding obligation of the obligor named therein, enforceable no such Loans that were not originated in accordance with its terms (except compliance in all cases as such enforceability may be limited by material respects with all applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)Laws. (b) To the Knowledge of Target, each Each outstanding Loan (including Loans held for resale to investors or previously sold to investors) was has been 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, Targetthe Bank’s written underwriting standards (and, in the case of Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of LawsLaws and applicable requirements of any government-sponsored enterprise program. The Bank and its Subsidiaries have properly fulfilled in all material respects their contractual responsibilities and duties in any Loans in which they act as the lead lender or servicer and have complied in all material respects with their duties as required under applicable regulatory requirements. (c) None of the Contracts agreements pursuant to which the Bank or any Target Entity 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 therein, other than repurchase obligations arising upon a breach of a payment default by the obligor on any such Loanrepresentations and warranties, covenants or other obligations. (d) Section 4.26(d3.24(d) of the Target’s Bank Disclosure Memorandum Letter sets forth a true and complete list of all Loans (i) each Loan that as of April June 30, 2012 2017 (A) was contractually past due ninety (90) days or more in 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” or “special mention” (or words of similar import) by Target the Bank, any of its Subsidiaries or any applicable regulatory authority, (D) as to any directorswhich a reasonable doubt exists as to the timely future collectability of principal and/or interest, executive officers whether or not interest is still accruing or the Loans are less than ninety (90) days past due, (E) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (F) where a specific reserve allocation exists in connection therewith or (G) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and principal stockholders (as such terms are defined in Regulation O ii) each asset of the Federal Reserve Board Bank or any of its Subsidiaries that as of the date hereof was classified as OREO or as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (12 C.F.R. Part 215)i) above, Section 3.24(d) of any Target Entitythe Bank Disclosure Letter sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of such date. True and complete copies of the currently effective lending policies and practices of the Bank and each of its Subsidiaries have been made available to Purchaser prior to the date hereof. (e) Each outstanding Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) there are no employeeto the extent carried on the books of the Bank or its Subsidiaries as a secured Loan, officer, director or other affiliate Loans on has been secured by valid Liens 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 have been perfected and (iii) all is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, except, in each case under clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Bank Material Adverse Effect. The notes or other credit or security documents with respect to each such Loans are and outstanding Loan were originated in compliance in all material respects with all applicable LawsLaws at the time of origination or purchase by the Bank or its Subsidiaries and are complete and correct in all material respects. (f) To the knowledge of the Bank, each Loan included in a pool of Loans originated, acquired or serviced by the Bank or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and no Loan has been bought out of a Pool without all required approvals of the applicable investors.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of CenterState 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. (b) Each Loan currently outstanding loan held by CenterState or any of 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 accordance with the relevant notes or other credit or security documents, CenterState’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which CenterState 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 held by CenterState or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by CenterState or any of its Subsidiaries, CenterState has provided or made available to First Southern a list of the following: (i) all loans (A) that as of September 30, 2013, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of September 30, 2013 are on non-accrual status, (C) that as of September 30, 2013 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, during the past year, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetCenterState, each outstanding Loan borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including Loans held for resale to investors) was solicited and originatedin-substance foreclosures, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, all other assets currently held that were acquired through foreclosure or in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case lieu of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsforeclosure. (cf) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that The allowance for loan losses reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which CenterState SEC Reports was not (and will be for periods ended after September 30, 2013) in compliance with Regulation O its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and (iii) all the Financial Accounting Standards Board and was adequate under such Loans are and were originated in compliance in all material respects with all applicable Lawsstandards.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of MBI 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. (b) Each Loan currently outstanding loan held by MBI or any of 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 accordance with the relevant notes or other credit or security documents, MBI’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which MBI 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. (d) Each outstanding loan held by MBI or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by MBI or any of its Subsidiaries, MBI has provided or made available to PHC a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith, or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetMBI, each outstanding Loan borrower, customer or other party which has given any oral notification of, or orally asserted to or against it, any such claim; and (ii) all assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, including Loans held for resale to investors) was solicited and originatedin-substance foreclosures, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, all other assets currently held that were acquired through foreclosure or in all material respects in accordance with the relevant notes or other credit or security documents, Target’s written underwriting standards (and, in the case lieu of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Lawsforeclosure. (cf) None of the Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target 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 any Target Entity, (ii) there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that The allowance for loan losses reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which MBI Financial Statements was not (and will be for periods ended after June 30, 2019) in compliance with Regulation O its methodology for determining the adequacy of allowance for loan losses as well as the standards established by applicable Governmental Entities and (iii) all the Financial Accounting Standards Board and was adequate under such Loans are and were originated in compliance in all material respects with all applicable Lawsstandards.

Loan Matters. (a) There are no outstanding loans to any directors, executive officers and principal shareholders (as such terms are defined in the FRB’s Regulation O (12 C.F.R. Part 215)) of PHC 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. (b) Each Loan currently outstanding loan held by PHC or any of its Subsidiaries (including loans held for resale to investors) was solicited and originated, and is and has been 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, PHC’s or its applicable Subsidiary’s written underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable laws in all material respects. (c) None of the agreements pursuant to which PHC or any of its Subsidiaries has sold loans or pools of loans or participations in loans or pools of loans contains any obligation to repurchase such loans or interests therein. (d) Each outstanding loan held by PHC or any of its Subsidiaries (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 Target, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtBankruptcy and Equity Exception). (be) To With respect to the loans held by PHC or any of its Subsidiaries, PHC has provided or made available to MBI a list of the following: (i) all loans (A) that as of June 30, 2019, are contractually past due ninety (90) days or more in the payment of principal or interest, (B) that as of June 30, 2019 are on non-accrual status, (C) that as of June 30, 2019 are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch List,” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (D) where, as of June 30, 2019, the interest rate terms have been reduced or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (E) where a specific reserve allocation exists in connection therewith or (F) where a borrower, customer or other party has notified it during the past twelve (12) months of, or has asserted against it, in each case in writing, any “lender liability” or similar claim and, to the Knowledge of TargetPHC, each outstanding Loan (including Loans held for resale to investors) was solicited and originatedborrower, 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 customer or other credit party which has given any oral notification of, or security documentsorally asserted to or against it, Target’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 Contracts pursuant to which any Target Entity 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) Section 4.26(d) of the Target’s Disclosure Memorandum sets forth a list of all Loans as of April 30, 2012 by Target to any directors, executive officers claim; and principal stockholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Target Entity, (ii) there are no employeeall assets classified by it as real estate acquired through foreclosure or in lieu of foreclosure, officerincluding in-substance foreclosures, director and all other assets currently held that were acquired through foreclosure 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 (iii) all such Loans are and were originated in compliance in all material respects with all applicable Lawslieu of foreclosure.

Loan Matters. (a) Each Loan currently outstanding There are (i) is evidenced by notesexcept as set forth in Section 3.22(a) of the Parent Disclosure Letter, agreements no outstanding loans and other extensions of credit (including commitments to extend credit) (“Loans”) to any directors, executive officers or other evidences principal shareholders (as such terms are defined in the Federal Reserve’s Regulation O (12 C.F.R. Part 215)) of indebtedness that are true, genuine and what they purport to bethe Bank or any of its Subsidiaries, (ii) except as set forth in Section 3.22(b) of the Parent Disclosure Letter, no outstanding Loans to any employee, officer, director of the extent secured, has been secured by valid Liens Bank or other Affiliate of the Bank on which have been perfected 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 (iii) to the Knowledge of Target, is a legal, valid and binding obligation of the obligor named therein, enforceable no such outstanding Loans that were not originated in accordance with its terms (except compliance in all cases as such enforceability may be limited by material respects with all applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)Laws. (b) To Except as set forth on Section 3.22(b) of the Knowledge of TargetParent Disclosure Letter, each outstanding Loan (including Loans held for resale to investors or previously sold to investors) was has been 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, Targetthe Bank’s written underwriting standards (and, in the case of outstanding Loans held for resale to investors or previously sold to investors, the underwriting standards, if any, of the applicable investors) and in all material respects with all applicable requirements of LawsLaws and applicable requirements of any government-sponsored enterprise program. Except as set forth on Section 3.22(b) of the Parent Disclosure Letter, such notes or other credit or security documents with respect to each such outstanding Loan are complete and correct in all material respects. The Bank and its Subsidiaries have properly fulfilled in all material respects their contractual responsibilities and duties in any outstanding Loans in which they act as the lead lender or servicer and have complied in all material respects with their duties as required under applicable regulatory requirements. (c) None of the Contracts agreements pursuant to which the Bank or any Target Entity 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 therein, other than repurchase obligations arising upon a breach of a payment default by the obligor on any such Loanrepresentations and warranties, covenants or other obligations. (d) Section 4.26(d3.22(d) of the Target’s Parent Disclosure Memorandum Letter sets forth a true and complete list of all Loans (i) each Loan that as of April 30December 31, 2012 2016 had an outstanding book value of $250,000 or more and (A) under the terms of which the obligor was contractually past due ninety (90) days or more in payment of principal and/or interest, (B) was on a “watch list” by Target the Bank, any of its Subsidiaries or any applicable regulatory authority, (C) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to any directorsthe agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, executive officers (D) where a specific reserve allocation exists in connection therewith or (E) which is required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and principal stockholders (as such terms are defined in Regulation O ii) each asset of the Federal Reserve Board Bank or any of its Subsidiaries that as of the date hereof was classified as OREO or as an asset to satisfy outstanding Loans, including repossessed equipment. and the book value thereof as of such date. For each Loan identified in response to clause (12 C.F.R. Part 215)i) above, Section 3.22(d) of any Target Entitythe Parent Disclosure Letter sets forth the outstanding balance, including accrued interest, on each such Loan and the identity of the borrower thereunder as of such date. True and complete copies of the currently effective credit policies and practices of the Bank and each of its Subsidiaries have been made available to Purchaser prior to the date hereof. (e) Except as set forth in Section 3.22(e) of the Parent Disclosure Letter, each outstanding Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) there are no employeeto the extent carried on the books of the Bank or its Subsidiaries as a secured Loan, officer, director or other affiliate Loans on has been secured by valid Liens 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 have been perfected and (iii) all such Loans are is a legal, valid and were originated binding obligation of the obligor named therein, enforceable in compliance 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 all material respects with all applicable Lawseach case under clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Bank Material Adverse Effect.