Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC or its Subsidiaries in whole or in part, to RCFC's best knowledge:
(A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file;
(C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC;
(D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file;
(E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFC;
(F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and
(G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable.
(ii) The allowance for possible losses reflected in RCFC Bank's audited statement of condition at June 30, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFC's Reports for periods ending after June 30, 1997 will, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently applied.
(iii) RCFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention,"...
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each loan, lease, advance, credit enhancement, guarantee, other extension of credit, commitment and interest-bearing asset of South Jersey and South Jersey Savings (collectively, "LOANS") owned by South Jersey or South Jersey Savings in whole or in part:
(A) to the knowledge of South Jersey, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither South Jersey nor South Jersey Savings, nor, to the knowledge of South Jersey, any prior holder of a Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable loan file;
(C) South Jersey or South Jersey Savings is the sole holder of legal and beneficial title to each Loan (or South Jersey's or South Jersey Savings' applicable participation interest, as applicable), except as otherwise referenced on the books and records of South Jersey or South Jersey Savings;
(D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file;
(E) to the knowledge of South Jersey, there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and
(F) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable in accordance with its terms.
(ii) The allowance for possible loan losses reflected in South Jersey's audited balance sheet at December 31, 1998 was, and the allowance for possible losses shown on the balance sheets in South Jersey's Reports for periods ending after December 31, 1998, in the opinion of management, was or will be adequate, as of the dates thereof, under GAAP.
(iii) South Jersey's Disclosure Letter sets forth a true and complete listing, as of December 31, 1999, of:
(A) all Loans that have been classified (whether regulatory or internal) as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import listed by cat...
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each Loan owned by Acquiror or its Subsidiaries in whole or in part:
(A) The note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms except where the failure thereof, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror and except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, and similar laws affecting creditors' rights and remedies generally and, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity;
(B) neither Acquiror nor any of its Subsidiaries, nor any prior holder of a Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file or as would not have a Material Adverse Effect on Acquiror;
(C) Acquiror or a Subsidiary of Acquiror is the sole holder of legal and beneficial title to each Loan (or Acquiror's or its Subsidiary's applicable participation interest, as applicable), except as otherwise referenced on the books and records of Acquiror or a Subsidiary of Acquiror;
(D) the original note and the related security documents are included in the Loan files, and copies of any documents in the Loan files are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file;
(E) there is no pending or, to the knowledge of Acquiror, threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan, except as otherwise referenced on the books and records of Acquiror;
(F) to the knowledge of Acquiror, there is no litigation or proceeding pending or, to the knowledge of Acquiror, threatened relating to the property that serves as security for a Loan that would have a material adverse effect upon the related Loan; and
(G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable against Acquiror or its Subsidiaries in accordance with its terms...
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each loan owned by Reliance, Reliance Bank or its Subsidiaries in whole or in part (each, a "Loan"), to the best knowledge of Reliance:
(A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither Reliance, Reliance Bank nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, cancelled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file;
Loan Portfolio; Allowance; Asset Quality. With respect to each loan owned by HomeLoan in whole or in part and the date hereof and as of the Closing Date (each, a "Loan"), to the best knowledge of HomeLoan and, except as set forth on the HomeLoan Disclosure Schedule:
(a) The Loan Documents are genuine, legally valid and binding obligations of the parties thereto (except as enforcement thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, Soldiers and Sailors Relief Act, laws relating to administering decedent's estates, and general principles of equity) and have been duly executed by parties of legal capacity, and all insertions in any Loan Document were correct when made. The Loan Documents were in material compliance with applicable law and Investor requirements upon origination and are complete in all material respects with regard to origination and servicing quality. All monies received with respect to each Loan have been properly accounted for and applied. HomeLoan has not originated any loan for placement into any Pool or placed or committed to place any loan into any Pool. HomeLoan has not violated any applicable law, regulation, ordinance, order, injunction or decree, or any other requirement of any governmental body, court or Investor or issuer in connection with the origination or servicing of the Loans (including, without limitation, those relating to the way in which adjustable rate loans are to be adjusted over time), except where such violation would not have a Material Adverse Effect on HomeLoan. All Loans were fully disbursed and made or consummated in accordance with all material applicable laws and regulations. The amount of the unpaid balance for each Loan is correct as set forth in the HomeLoan Disclosure Schedule and to HomeLoan's knowledge, there are no defenses, setoffs or counterclaims against payment under any such Loans.
(b) The security interest granted in the collateral securing each Loan is valid, binding, duly perfected and enforceable (except as enforcement thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, Solders and Sailors Relief Act, laws relating to administering decedent's estates, and general principles of equity) first priority lien on the collateral. Neither the collateral nor any party to any related security interest has been released by HomeLoan, with the exception of partial release...
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each Loan (as defined in Section 8.1) owned by Heritage or its Subsidiaries in whole or in part:
(A) to the knowledge of Heritage, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither Heritage nor any of its Subsidiaries, nor any prior holder of a loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable loan file;
Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each loan owned by Ironbound or its Subsidiaries in whole or in part (each, a "Loan"), to the best knowledge of Ironbound:
(A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither Ironbound nor any of its Subsidiaries, nor any prior holder of a Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file;
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each loan owned by Seller or its Subsidiaries in whole or in part (each, a "Loan"), to the best knowledge of Seller:
(A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally and subject to general principals of equity;
(B) neither Seller nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied (other than the ordinary amortization of principal or prepayment of principal as permitted by the applicable loan documents), canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file;
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each loan owned by Seller or the Association in whole or in part (each, a "Loan"), to the best knowledge of Seller:
(A) each Loan was issued or originated and is in compliance with all applicable loan policies of the Seller and the Association;
(B) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally and subject to general principals of equity;
(C) neither Seller nor the Association nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied (other than the ordinary amortization of principal or prepayment of principal as permitted by the applicable loan documents), canceled or subordinated the note or any of the related security documents, in each case except as otherwise disclosed by documents in the applicable Loan file;
(D) Seller or the Association is the sole holder of legal and beneficial title to each Loan (or Seller's or the Association's applicable participation interest, as applicable);
(E) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file;
(F) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property which serves as security for a Loan;
(G) there is no litigation or proceeding pending or threatened, relating to the property which serves as security for a Loan that would have a material adverse effect upon the related Loan;
(H) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable and the interest in such Loan of Seller or the Association created by such participation would not be a part of the insolvency estate of the Loan originator or other third party upon the insolvency thereof; and
(I) each Loan secured by a mortgage on residential property (except for construction loans) was originated by a bank, thrift, other HUD-approved lender, licensed mortgage broker or insurance company.
(ii) The allowance for loan losses reflected in S...
Loan Portfolio; Allowance; Asset Quality. (i) With respect to each Loan (as defined in Section 8.1) owned by Heritage or its Subsidiaries in whole or in part:
(A) to the knowledge of Heritage, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms;
(B) neither Heritage nor any of its Subsidiaries, nor any prior holder of a loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable loan file; (C) Heritage or a Subsidiary of Heritage is the sole holder of legal and beneficial title to each loan (or Heritage"s or its Subsidiary"s applicable participation interest, as applicable), except as otherwise referenced on the books and records of Heritage or a Subsidiary of Heritage;
