Common use of Loan Portfolio and Investment Securities Clause in Contracts

Loan Portfolio and Investment Securities. (a) The allowance for loan losses reflected in UA Bank’s audited consolidated balance sheet at December 31, 2014 was, and the allowance for loan losses shown on the unaudited balance sheet for quarterly periods ending after December 31, 2014 was or will be, adequate in all material respects, as of the date thereof, under GAAP. (b) UA Bank Disclosure Schedule 3.15(b) sets forth a listing, as of September 30, 2015, by account, of: (i) all loans (including loan participations) of UA Bank that have been accelerated during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (ii) all loan commitments or lines of credit of UA Bank which have been terminated by UA Bank during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iii) each borrower, customer or other party which has notified UA Bank during three years preceding the date of this Agreement, or has asserted against UA Bank, in each case in writing, any “lender liability” or similar claim,; (iv) all loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that are classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list” or “special mention” (or words of similar import) by UA Bank, or any applicable Regulatory Authority, (D) to the Knowledge of UA Bank, 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 less than 90 days past due, (E) where a specific reserve allocation exists in connection therewith or (F) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15; and (v) all assets classified by UA Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. (c) Except for any individual loans with a principal outstanding balance of less than $25,000, all loans receivable (including discounts) and accrued interest entered on the books of UA Bank arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of UA Bank’s business, and, to the extent secured, have been secured by valid liens and security interests by UA Bank. Except for individual loans with a principal outstanding balance of less than $25,000 or except as shown on UA Bank Disclosure Schedule 3.15(c), UA Bank has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of UA Bank are subject to any defense, set-off or counterclaim (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. (e) UA Bank has good and marketable title to all securities owned by it, free and clear of all Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of UA Bank. Such securities are valued on the books of UA Bank in accordance with GAAP in all material respects. UA Bank employs investment, securities, risk management and other policies, practices and procedures which UA Bank believes are prudent and reasonable.

Loan Portfolio and Investment Securities. (a) The allowance for loan losses reflected in UA Bank’s audited consolidated balance sheet the Xxxxxxxx Federal Financial Statements at December 31September 30, 2014 2013 was, and the allowance for loan losses shown on the unaudited balance sheet for quarterly periods ending after December 31September 30, 2014 2013 was or will be, adequate in all material respects, as of the date thereof, under GAAP. (b) UA Bank Xxxxxxxx Federal Disclosure Schedule 3.15(b) sets forth a listing, as of September 30January 31, 20152014, by account, of: (i) all loans (including loan participations) of UA Bank Xxxxxxxx Federal that have been accelerated during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (ii) all loan commitments or lines of credit of UA Bank Xxxxxxxx Federal which have been terminated by UA Bank Xxxxxxxx Federal during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iii) each borrower, customer or other party which has notified UA Bank Xxxxxxxx Federal during three years preceding the date of this Agreement, or has asserted against UA BankXxxxxxxx Federal, in each case in writing, any “lender liability” or similar claim,, and each borrower, customer or other party which, to the Knowledge of Xxxxxxxx Federal, has given Xxxxxxxx Federal any oral notification of, or orally asserted to or against Xxxxxxxx Federal, any such claim; (iv) all loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interestXxxxxxxx Federal Classified Assets, (B) that are on non-accrual statusXxxxxxxx Federal Delinquent Loans, (C) that are classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list” or “special mention” (or words of similar import) by UA Bank, or any applicable Regulatory Authority, (D) to the Knowledge of UA Bank, 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 less than 90 days past due, (D) where, during the past three years, 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, (E) where a specific reserve allocation exists in connection therewith or (F) that are required to be accounted for as a “troubled debt restructuring restructuring” as defined in accordance with Statement of the Financial Accounting Standards No. 15Board Accounting Standards Codification, including any Accounting Standards Update; and (v) all assets classified by UA Bank Xxxxxxxx Federal as OREO, 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. Schedule 3.15(b) shall be updated by Xxxxxxxx Federal as of the last day of the calendar month immediately preceding the Closing Date. (c) Except for any individual loans with a principal outstanding balance of less than $25,00010,000, all loans receivable (including discounts) and accrued interest entered on the books of UA Bank Xxxxxxxx Federal arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of UA BankXxxxxxxx Federal’s business, and, and the notes or other evidences of indebtedness with respect to the extent secured, have been secured by valid liens such loans (including discounts) are true and security interests by UA Bankgenuine and are what they purport to be. Except for any individual loans with a principal outstanding balance of less than $25,000 or except as shown on UA Bank Disclosure Schedule 3.15(c)10,000, UA Bank Xxxxxxxx Federal has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of UA Bank Xxxxxxxx Federal are subject to any defensedefenses, set-off offs or counterclaim counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. Except for any individual loans with a principal outstanding balance of less than $10,000, and except for loans pledged to the FHLB, all such loans are owned by Xxxxxxxx Federal free and clear of any liens. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. (e) UA Bank Xxxxxxxx Federal has good and marketable title to all securities owned by it, free and clear of all any Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of UA BankXxxxxxxx Federal. Such securities are valued on the books of UA Bank Xxxxxxxx Federal in accordance with GAAP in all material respects. UA Bank Xxxxxxxx Federal employs investment, securities, risk management and other policies, practices and procedures which UA Bank Xxxxxxxx Federal believes are prudent and reasonable.

Loan Portfolio and Investment Securities. (a) The allowance for loan losses reflected in UA Bank’s CS Holdings’ audited consolidated balance sheet at December 31, 2013 was and the audited consolidated balance sheet at December 31, 2014 waswill be adequate in all material respects under GAAP as of the date thereof, and the allowance for loan losses shown on the unaudited balance sheet for quarterly periods ending after December 31, 2014 2013 was or will be, adequate in all material respectsrespects under GAAP, as of the date thereof, under GAAP. (b) UA Bank Except for individual loans with principal outstanding balance of less than $50,000, CS Holdings Disclosure Schedule 3.15(b) sets forth a listing, as of September 30December 31, 20152014, by account, of: (i) all loans (including loan participations) of UA Community Bank that have been accelerated during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (ii) all loan commitments or lines of credit of UA Community Bank which have been terminated by UA Community Bank during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iii) each borrower, customer or other party which that has notified UA Community Bank during three years preceding the date of this Agreement, or has asserted against UA Community Bank, in each case in writing, any “lender liability” or similar claim,; (iv) all loans, (A) that are contractually past due 90 days or more in the payment of principal and/or interest, (B) that are on non-accrual status, (C) that are classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list” or “special mention” (or words of similar import) by UA CS Holdings and Community Bank, or any applicable Regulatory Authority, (D) to the Knowledge of UA BankCS Holdings, 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 less than 90 days past due, (E) where, during the past three years, 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 therewith, or (FG) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15; and (v) all assets classified by UA Community Bank or Community Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. (c) Except for any individual loans with a principal outstanding balance of less than $25,00075,000, all loans receivable (including discounts) and accrued interest entered on the books of UA CS Holdings and Community Bank arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of UA business of CS Holdings or Community Bank’s business, and, to the extent secured, have been secured by valid liens and security interests by UA Community Bank. Except for individual loans with a principal outstanding balance of less than $25,000 50,000 or except as shown on UA Bank CS Holdings Disclosure Schedule 3.15(c), UA Bank CS Holdings has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of UA CS Holdings and Community Bank are subject to any defense, set-off or counterclaim (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. (e) UA CS Holdings and Community Bank has each have good and marketable title to all securities owned by itthem, free and clear of all Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of UA CS Holdings or Community Bank. Such securities are valued on the books of UA Bank CS Holdings in accordance with GAAP in all material respects. UA CS Holdings and Community Bank each employs investment, securities, risk management and other policies, practices and procedures which UA Bank that CS Holdings believes are prudent and reasonable. (f) CS Holdings and Community Bank have each complied in all material respects with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by CS Holdings, or Community Bank satisfied: (i) CS Holdings’ or Community Bank’s applicable underwriting standards (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the applicable investors); (ii) all requirements of applicable law; and (iii) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan. (g) Each outstanding loan (including loans held for resale to investors) has been solicited and originated and is administered and serviced (to the extent administered and serviced by CS Holdings or Community Bank), and the relevant loan files are being maintained in all material respects in accordance with the relevant loan documents, CS Holdings’ or Community Bank’s applicable 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 requirements of applicable law. (h) Each loan originated or previously owned by CS Holdings or Community Bank and subsequently sold under circumstances in which CS Holdings or Community Bank retains servicing rights, are being serviced in compliance in all material respects with the terms of all agreements relating thereto and in compliance with applicable law.

Loan Portfolio and Investment Securities. (a) 4.16.1. The allowance for loan losses reflected in UA Bank’s audited consolidated balance sheet at the CAB Financial Statements as of December 31, 2014 2013 was, and the allowance for loan losses shown on reflected in the unaudited balance sheet CAB Regulatory Reports for quarterly periods ending after December 31, 2014 was or 2013 will be, adequate adequate, as of the dates thereof, under GAAP in all material respects, as of the date thereof, under GAAP. (b) UA Bank Disclosure Schedule 3.15(b) 4.16.2. CAB DISCLOSURE SCHEDULE 4.16.2 sets forth a listing, as of September 30December 31, 20152014, by account, of: (ia) all loans (including loan participations) of UA Bank CAB that have been accelerated during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iib) all loan commitments or lines of credit of UA Bank which CAB that have been terminated by UA Bank CAB during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (iiic) each borrower, customer or other party which has notified UA Bank CAB during the three years preceding the date of this Agreement, or has asserted against UA BankCAB, in each case in writing, any “lender liability” or similar claim,, and, to the Knowledge of CAB, each borrower, customer or other party which has given CAB any oral notification of, or orally asserted to or against CAB, any such claim; (ivd) all loans, (Ai) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (Bii) that are on non-accrual status, (Ciii) that are as of the date of this Agreement classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “watch list” or “special mention” (or words of similar import) by UA BankCAB, or any applicable Regulatory AuthorityBank Regulator, (Div) to the Knowledge of UA BankCAB, 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 less than 90 ninety (90) days past due, (Ev) where, during the past three years, 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, (vi) where a specific reserve allocation exists in connection therewith or (Fvii) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial the Accounting Standards No. 15Codification 310; and (ve) all assets classified by UA Bank CAB 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. (c) Except for any individual loans with a principal outstanding balance of less than $25,000, all 4.16.3. All loans receivable (including discounts) and accrued interest entered on the books of UA Bank CAB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of UA BankCAB’s business, and, and the notes or other evidences of indebtedness with respect to the extent secured, have been secured by valid liens such loans (including discounts) are true and security interests by UA Bankgenuine and are what they purport to be. Except for individual loans with a principal outstanding balance of less than $25,000 or except as shown on UA Bank Disclosure Schedule 3.15(c), UA Bank CAB has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of UA Bank CAB are subject to any defensedefenses, set-off offs or counterclaim counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by CAB free and clear of any liens. (d) 4.16.4. The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. (e) UA Bank 4.16.5. CAB has good and marketable title to all securities owned by it, free and clear of all Liensany liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of UA BankCAB. Such securities are valued on the books of UA Bank CAB in accordance with GAAP in all material respects. UA Bank CAB employs investment, securities, risk management and other policies, practices and procedures which UA Bank CAB believes are prudent and reasonable.