Loan Portfolio. (a) As of the date hereof, neither Home nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home or any Subsidiary of Home is a creditor that, as of September 30, 2013, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home and its Subsidiaries that, as of September 30, 2013, were classified by Home as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement. (b) To Home’s knowledge, each Loan of Home and 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 carried on the books and records of Home and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries was originated, and administered and/or serviced by Home or a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Home 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. (e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 4 contracts
Samples: Merger Agreement (Home Federal Bancorp, Inc.), Merger Agreement (Cascade Bancorp), Merger Agreement (Home Federal Bancorp, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Home Sterling nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Sterling or any Subsidiary of Home Sterling is a creditor thatwhich as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132020, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a3.25(a) of the Home Sterling Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Sterling and its Subsidiaries that, as of September 30December 31, 20132020, had an outstanding balance of $10,000,000 or more and were classified by Home Sterling as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home Sterling or any of its Subsidiaries that, as of September 30December 31, 20132020, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Home Sterling and 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 carried on the books and records of Home Sterling and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, to have a Material Adverse Effect on Sterling, each outstanding Loan originated, administered and/or serviced by Home of Sterling or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Sterling and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 4 contracts
Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (Webster Financial Corp), Merger Agreement (Sterling Bancorp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Boston Private Disclosure Schedule, neither Home Boston Private nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Boston Private or any Subsidiary of Home Boston Private is a creditor that, as of September 30, 20132020, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 2020, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a3.25(a) of the Home Boston Private Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Boston Private and its Subsidiaries that, as of September 30, 2013, 2020 (x) had an outstanding balance of $1,000,000 or more and were classified by Home Boston Private as “Watch List” or words of similar import, (y) had an outstanding balance of $500,000 or more and were classified by Boston Private as “Special Mention,” “Other Loans Specially Mentioned,” “Special Mention,Criticized” or words of similar import and (z) were classified by Boston Private as “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Troubled Debt Restructuring” or words of similar import, in each case, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of all such Loans by category (provided, that, in determining the aggregate principal amount of all such Loans by category, Loans shall be included without regard to the outstanding balance amounts set forth in clauses (x) and (y) above), (B) all the Loans of Boston Private and its Subsidiaries that, as of September 30, 2020, had an outstanding balance of $1,000,000 or more and for which interest or principal has been deferred since January 1, 2020 and (C) each asset of Home Boston Private or any of its Subsidiaries that, as of September 30, 20132020, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Boston Private, each Loan of Home and Boston Private 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 bebe (without any oral amendments or modifications thereto), (ii) to the extent carried on the books and records of Home Boston Private and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens claims or encumbrancesLiens, as applicable, which have been perfected and perfected, (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsExceptions and (iv) is not subject to any claim as to the enforcement which been asserted in writing against Boston Private, Boston Private Bank or such Subsidiaries for which there is a reasonable possibility of an adverse determination.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Boston Private, each outstanding Loan originated, administered and/or serviced by Home of Boston Private or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Boston Private and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Boston Private 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.
(e) There are no outstanding Loans made by Home Boston Private or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Boston Private or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance in all material respects with Regulation O promulgated by the Federal Reserve Board or that are exempt therefrom.
(f) Neither Home Boston Private, Boston Private Bank nor any of its their Subsidiaries is now nor or has it ever been since December 31January 1, 20102018, subject to any suspension, material fine, suspension, or settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale sale, or servicing of mortgage or consumer Loans.
(g) Home Boston Private Bank and its Subsidiaries have administered and serviced taken commercially reasonable steps to prepare for the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements cessation of publication of settings of the Shared-Loss Agreements London Interbank Offered Rate, taking into account the size of the impacted portfolio and with all applicable federal, state and local laws, regulations and rulesthe expected timeframe for the cessation.
Appears in 3 contracts
Samples: Merger Agreement (Boston Private Financial Holdings Inc), Merger Agreement (Boston Private Financial Holdings Inc), Merger Agreement (SVB Financial Group)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the TCBI Disclosure Schedule, neither Home TCBI nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home TCBI or any Subsidiary of Home TCBI is a creditor that, as of September 30, 20132019, was had an outstanding balance of $5,000,000 or more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a3.25(a) of the Home TCBI Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home TCBI and its Subsidiaries that, as of September 30, 20132019, had an outstanding balance of $5,000,000 and were classified by Home TCBI as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home TCBI or any of its Subsidiaries that, as of September 30, 20132019, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TCBI, each Loan of Home and TCBI 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 carried on the books and records of Home TCBI and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on TCBI, each outstanding Loan originated, administered and/or serviced by Home of TCBI or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home TCBI and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (Independent Bank Group, Inc.), Merger Agreement (Texas Capital Bancshares Inc/Tx), Merger Agreement (Independent Bank Group, Inc.)
Loan Portfolio. (a) As of the date hereof, neither Home CenterState nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home CenterState or any Subsidiary of Home CenterState is a creditor that, as of September 30, 20132019, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or five percent (5% %) or greater shareholder of Home CenterState or any of its Subsidiaries, or to the knowledge of HomeCenterState, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home CenterState Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home CenterState and its Subsidiaries that, as of September 30, 20132019, had an outstanding balance of $1,000,000 and were classified by Home CenterState as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home CenterState or any of its Subsidiaries that, as of September 30, 20132019, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, each Loan of Home and 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 carried on the books and records of Home CenterState and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on CenterState, each outstanding Loan originated, administered and/or serviced by Home of CenterState or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home CenterState and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home CenterState or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home CenterState or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home CenterState or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2017 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (SOUTH STATE Corp), Merger Agreement (CenterState Bank Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Charter Disclosure Schedule Section 3.26(a), neither Home Charter nor any of its Subsidiaries CharterBank is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Charter or any Subsidiary of Home CharterBank is a creditor thatwhich as of March 31, 2018, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of September 30March 31, 20132018, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Sharedand has not yet been charged-Loss Agreement)off, or (ii) Loans with any director, executive officer or 5% principal stockholder of Charter or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoingCharterBank (as such terms are defined in 12 C.F.R. Part 215). Set forth in Charter Disclosure Schedule Section 3.26(a) of the Home Disclosure Schedule is also sets forth a true, correct and complete list of (A) all of the Loans of Home Charter and its Subsidiaries CharterBank that, as of September 30March 31, 2013, 2018 had an outstanding balance of $500,000 or more and were classified by Home Charter (A) as of March 31, 2018 as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “LossClassified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunderor (B) on or after January 1, 2016 as “Loss” in all cases together with the aggregate principal amount of and accrued and unpaid interest on each such Loans, by category Loan and the aggregate principal amount of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, accrued and unpaid interest on such Loans as of September 30March 31, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement2018.
(b) To Home’s knowledgeCharter Disclosure Schedule Section 3.26(b) identifies each asset of Charter or CharterBank that as of March 31, 2018, was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement, as well as any assets classified as OREO since March 31, 2018 and any sales of OREO between March 31, 2018 and the date of this Agreement, reflecting any gain or loss with respect to any OREO sold.
(c) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Charter, each outstanding Loan of Home Charter and its Subsidiaries CharterBank (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 carried on the books and records of Home Charter and its Subsidiaries CharterBank as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(cd) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Charter, each outstanding Loan originated, administered and/or serviced by Home or any of its Subsidiaries Charter and CharterBank (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home Charter and its Subsidiaries CharterBank (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(de) None Except as set forth in Charter Disclosure Schedule Section 3.26(e), none of the agreements pursuant to which Home Charter or any of its Subsidiaries CharterBank 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.
(ef) There are no outstanding Loans made by Home Charter or any of its Subsidiaries CharterBank to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Charter or its SubsidiariesCharterBank, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Charter nor any of its Subsidiaries CharterBank is now nor has it ever been since December 31, 20102015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity Authority or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(gh) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and its Subsidiaries have administered effect, and serviced to Charter’s knowledge, will remain in full force and effect following the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBankEffective Time, in all material respectseach case, in accordance without any further action by Charter or CharterBank subject to the fulfillment of their obligations under the agreement with the relevant notes or other credit or security documents, Small Business Administration that arise after the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesdate hereof.
Appears in 3 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (Charter Financial Corp), Merger Agreement (CenterState Bank Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 6.25(a) of the SCB Disclosure Schedule, neither Home SCB nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Home SCB or any Subsidiary of Home SCB is a creditor thatwhich as of December 31, 2023, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132023, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a6.25(a) of the Home SCB Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home SCB and its Subsidiaries that, as of September 30December 31, 20132023, had an outstanding balance of $500,000 or more and were classified by Home SCB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home SCB or any of its Subsidiaries that, as of September 30December 31, 20132023, was is classified as “Other Real Estate Owned” OREO and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SCB, each Loan of Home SCB and 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 carried on the books and records of Home SCB and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.
(c) Other than Except as would not reasonably be expected, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, to have a Material Adverse Effect on SCB, each outstanding Loan originated, administered and/or serviced by Home of SCB or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home SCB and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp)
Loan Portfolio. (a) As Section 3.26(a)(i) of the date hereofDiscover Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, neither Home nor any as of its Subsidiaries is a party to any September 30, 2023, of all written or oral (i) loanloans, loan agreementagreements, note notes or borrowing arrangement arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Discover or any Subsidiary of Home Discover is a creditor thatcreditor, other than “non-accrual” Loans (i.e., Loans under the terms of which the obligor was, as of September 30, 20132023, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or interest) and (ii) the aggregate outstanding principal amount, as of September 30, 2023, of all “non-accrual” Loans with any director, executive officer or 5% or greater shareholder of Home in which Discover or any Subsidiary of Discover is a creditor. As of September 30, 2023, Discover and its Subsidiaries, or to the knowledge of Home, any affiliate of any Subsidiaries did not have outstanding Loans and assets classified as “Other Real Estate Owned” with an aggregate then-outstanding fully committed principal amount in excess of the foregoing. Set amount set forth in on Section 3.26(a3.26(a)(ii) of the Home Discover Disclosure Schedule is a trueSchedule, correct net of specific reserves with respect to such Loans and complete list of (A) all of the Loans of Home and its Subsidiaries assets, that, as of September 30, 20132023, were classified by Home Discover as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and the identity import (“Criticized Assets”). Section 3.26(a)(iii) of the borrower thereunderDiscover Disclosure Schedule sets forth (A) a summary of Criticized Assets as of September 30, 2023, by category of Loan (e.g., student, personal, home, etc.), together with the aggregate principal amount of such Loans, Loans by category and the amount of Loan (e.g., commercial, consumer, etc.), specific reserves with respect to each such category of Loans and (B) each asset of Home Discover or any of its Subsidiaries that, as of September 30, 20132023, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover, each Loan of Home and Discover 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 carried on the books and records of Home Discover and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Discover, each outstanding Loan originated, administered and/or serviced by Home of Discover or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Discover and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (Capital One Financial Corp), Merger Agreement (Discover Financial Services), Merger Agreement
Loan Portfolio. (a) As of the date hereof, neither Home South State nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Home South State or any Subsidiary of Home South State is a creditor that, as of September 30, 20132019, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or five percent (5% %) or greater shareholder of Home South State or any of its Subsidiaries, or to the knowledge of HomeSouth State, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.27(a) of the Home South State Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home South State and its Subsidiaries that, as of September 30, 20132019, had an outstanding balance of $1,000,000 and were classified by Home South State as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home South State or any of its Subsidiaries that, as of September 30, 20132019, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South State, each Loan of Home and South State 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 carried on the books and records of Home South State and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on South State, each outstanding Loan originated, administered and/or serviced by Home of South State or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home South State and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home South State or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home South State or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home South State or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South State, neither South State nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2017 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (CenterState Bank Corp), Merger Agreement (SOUTH STATE Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Sunshine Disclosure Schedule Section 3.26(a), neither Home Sunshine nor any of its Subsidiaries Subsidiary is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Sunshine or any Subsidiary of Home Sunshine is a creditor thatwhich as of June 30, 2017, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of September June 30, 20132017, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater principal shareholder of Home Sunshine or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoingSubsidiary (as such terms are defined in 12 C.F.R. Part 215). Set forth in Sunshine Disclosure Schedule Section 3.26(a) of the Home Disclosure Schedule is also sets forth a true, correct and complete list of (A) all of the Loans of Home Sunshine and its Subsidiaries Subsidiary that, as of September June 30, 2013, 2017 had an outstanding balance of $500,000 or more and were either classified by Home Sunshine (A) as of June 30, 2017 as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “LossClassified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, or (B) on or after January 1, 2015 as “Loss,” in all cases together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September June 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement2017.
(b) To Home’s knowledgeSunshine Disclosure Schedule 3.26(b) identifies each asset of Sunshine or its Subsidiary that as of June 30, 2017, was classified as other real estate owned (“OREO”) and the book value thereof as of the date of this Agreement, as well as any assets classified as OREO since June 30, 2017 and any sales of OREO between June 30, 2017 and the date of this Agreement, reflecting any gain or loss with respect to any OREO sold;
(c) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Sunshine, each outstanding Loan of Home Sunshine and its Subsidiaries Subsidiary (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 carried on the books and records of Home Sunshine and its Subsidiaries Subsidiary as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(cd) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Sunshine, each outstanding Loan originated, administered and/or serviced by Home or any of Sunshine and its Subsidiaries Subsidiary (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home Sunshine and its Subsidiaries Subsidiary (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(de) None of the agreements pursuant to which Home Sunshine or any of its Subsidiaries Subsidiary 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.
(ef) There are no outstanding Loans made by Home Sunshine or any of its Subsidiaries Subsidiary to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Sunshine or its SubsidiariesSubsidiary, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Sunshine nor any of its Subsidiaries Subsidiary is now nor has it ever been since December 31, 20102014, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(gh) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and its Subsidiaries have administered effect, and serviced to Sunshine’s knowledge, will remain in full force and effect following the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBankEffective Time, in all material respectseach case, in accordance without any further action by Sunshine or its Subsidiary subject to the fulfillment of their obligations under the agreement with the relevant notes or other credit or security documents, Small Business Administration that arise after the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesdate hereof.
Appears in 3 contracts
Samples: Merger Agreement (Sunshine Bancorp, Inc.), Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.26(a) of the Capital One Disclosure Schedule, neither Home Capital One nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Home Capital One or any Subsidiary of Home Capital One is a creditor that, as of September 30, 20132023, was had an outstanding balance of $100,000,000 or more and under the terms of which the obligor was, as of September 30, 2023, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a4.26(a) of the Home Capital One Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Capital One and its Subsidiaries that, as of September 30, 20132023, had an outstanding balance of $100,000,000 or more and were classified by Home Capital One as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home Capital One or any of its Subsidiaries that, as of September 30, 20132023, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Capital One, each Loan of Home and Capital One 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 carried on the books and records of Home Capital One and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Capital One, each outstanding Loan originated, administered and/or serviced by Home of Capital One or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Capital One and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (Capital One Financial Corp), Merger Agreement (Discover Financial Services), Merger Agreement
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 5.25(a) of the CBC Disclosure Schedule, neither Home CBC nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home CBC or any Subsidiary of Home CBC is a creditor thatwhich as of December 31, 2023, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132023, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a5.25(a) of the Home CBC Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home CBC and its Subsidiaries that, as of September 30December 31, 20132023, had an outstanding balance of $500,000 or more and were classified by Home CBC as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home CBC or any of its Subsidiaries that, as of September 30December 31, 20132023, was is classified as “Other Real Estate Owned” OREO and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on CBC, each Loan of Home CBC and 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 carried on the books and records of Home CBC and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.
(c) Other than Except as would not reasonably be expected, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, to have a Material Adverse Effect on CBC, each outstanding Loan originated, administered and/or serviced by Home of CBC or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home CBC and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (Southern California Bancorp \ CA)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.25(a) of the IBTX Disclosure Schedule, neither Home IBTX nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loan in which Home IBTX or any Subsidiary of Home IBTX is a creditor that, as of September 30, 20132019, was had an outstanding balance of $5,000,000 or more and under the terms of which the obligor was, as of September 30, 2019, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a4.25(a) of the Home IBTX Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home IBTX and its Subsidiaries that, as of September 30, 20132019, had an outstanding balance of $5,000,000 and were classified by Home IBTX as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home IBTX or any of its Subsidiaries that, as of September 30, 20132019, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, each Loan of Home and IBTX 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 carried on the books and records of Home IBTX and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on IBTX, each outstanding Loan originated, administered and/or serviced by Home of IBTX or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home IBTX and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 3 contracts
Samples: Merger Agreement (Independent Bank Group, Inc.), Merger Agreement (Texas Capital Bancshares Inc/Tx), Merger Agreement (Independent Bank Group, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the FirstMerit Disclosure Schedule, neither Home FirstMerit nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home FirstMerit or any Subsidiary of Home FirstMerit is a creditor thatwhich as of September 30, 2015 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 20132015, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater principal shareholder of Home FirstMerit or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set forth in Section 3.26(a3.25(a) of the Home FirstMerit Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home FirstMerit and its Subsidiaries that, as of September 30, 20132015, had an outstanding balance of $10,000,000 or more and were classified by Home FirstMerit as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on FirstMerit, each outstanding Loan of Home FirstMerit and 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 carried on the books and records of Home FirstMerit and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on FirstMerit, each outstanding Loan originated, administered and/or serviced by Home or any of FirstMerit and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Home FirstMerit and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home FirstMerit 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 LoanLoan (other than first payment defaults).
(e) There are no outstanding Loans made by Home FirstMerit or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home FirstMerit or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home FirstMerit nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromcommitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Firstmerit Corp /Oh/), Merger Agreement (Huntington Bancshares Inc/Md)
Loan Portfolio. (a) As The allowance for loan and lease losses as reflected in the Company Reports, and as of each quarter ended after December 31, 2018, was in the reasonable opinion of the date hereof, neither Home nor any of its Subsidiaries is a party to any written or oral Company’s management (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent with GAAP and reasonable and sound banking practices and (iii) in conformance with recommendations and comments in reports of examination in all material respects.
(b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home or any Subsidiary of Home is a creditor that, as of September 30, 2013, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home and its Subsidiaries that, as of September 30, 2013, were classified by Home as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledge, each Loan of Home Company and 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 carried on the books and records of Home the Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. No Loan that has as of the date hereof an outstanding balance of $1,000,000 or more and that (A) was not over 90 days or more delinquent in payment of principal or interest as of September 30, 2019, is as of the date hereof over 90 days or more delinquent in payment of principal or interest, or (B) was not classified by the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, as of September 30, 2019, is as of the date hereof so classified.
(c) Other than Except as would not reasonably be expected, either individually or in the purchased Loans described in Section 3.26(c) aggregate, to have a Material Adverse Effect on the Company, each outstanding Loan of the Home Disclosure Schedule Company and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home the Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home the Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such LoanLoan (other than first payment defaults and other than mortgage Loans sold to government sponsored entities).
(e) There are no outstanding Loans made by Home the Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home the Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home the Company nor any of its Subsidiaries is (i) now nor has it ever been since December 31January 1, 20102017, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Franklin Financial Network Inc.), Merger Agreement (FB Financial Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.24(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Subsidiary of Home Company is a creditor thatwhich as of March 31, 2017 had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30March 31, 20132017, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder principal stockholder of Home Company or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set forth in Section 3.26(a3.24(a) of the Home Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30March 31, 20132017, had an outstanding balance of $1,000,000 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company, each outstanding Loan of Home Company and 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 carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect with respect to Company, each outstanding Loan originated, administered and/or serviced by Home or any of Company and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such LoanLoan (other than first payment defaults).
(e) There are no outstanding Loans made by Home Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Company nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromcommitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements . None of the Shared-Loss Agreements and with all applicable federalCompany, state and local lawsany of its subsidiaries (as defined under BHC Act) or, regulations and rulesto the knowledge of the Company, any entity in which the Company or any of its subsidiaries (as defined under the BHC Act) has a 5% or greater voting interest has in the last ten (10) years been convicted or pled guilty to any felony or misdemeanor.
Appears in 2 contracts
Samples: Merger Agreement (First Horizon National Corp), Merger Agreement (Capital Bank Financial Corp.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.25(a) of the LINK Disclosure Schedule, neither Home LINK nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loans with any Borrower in which Home LINK or any Subsidiary of Home LINK is a creditor thatwhich as of December 31, 2022, had an outstanding balance plus unfunded commitments, if any Total Borrower Commitment of $100,000 or more and under the terms of which the Borrower was, as of September 30December 31, 20132022, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home LINK or any of its Subsidiaries, or to the knowledge of HomeLINK, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.25(a) of the Home LINK Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home LINK and its Subsidiaries that, as of September 30December 31, 20132022, were classified by Home LINK as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home LINK or any of its Subsidiaries that, as of September 30December 31, 20132022, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeSection 4.25(b) of the LINK Disclosure Schedule sets forth a true, correct and complete list, as of December 31, 2022, of each Loan of LINK or any of its Subsidiaries that is structured as a Loan Participation, including with respect to each such Loan Participation, the originating lender of the related Loan, the outstanding principal balance of the related Loan, the amount of the outstanding principal balance represented by the Loan Participation and the identity of the borrower of the related Loan.
(c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on LINK, each Loan of Home LINK and 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 carried on the books and records of Home LINK and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrancesLiens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(cd) Other than Except as would not reasonably be expected, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, to have a Material Adverse Effect on LINK, each outstanding Loan originated, administered and/or serviced by Home of LINK or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home LINK and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(de) None of the agreements pursuant to which Home LINK 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.
(ef) There are no outstanding Loans made by Home LINK or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home LINK or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Since January 1, 2019, neither LINK nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement settlement, contract or other contract understanding or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Partners Bancorp), Merger Agreement (LINKBANCORP, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Susquehanna Disclosure Schedule, neither Home Susquehanna nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Susquehanna or any Subsidiary of Home Susquehanna is a creditor thatwhich as of September 30, 2014, had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 20132014, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater principal shareholder of Home Susquehanna or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set forth in Section 3.26(a3.25(a) of the Home Susquehanna Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Susquehanna and its Subsidiaries that, as of September 30, 2013, 2014 had an outstanding balance of $1,000,000 or more and were classified by Home Susquehanna as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Susquehanna, each outstanding Loan of Home Susquehanna and 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 carried on the books and records of Home Susquehanna and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Susquehanna, each outstanding Loan originated, administered and/or serviced by Home or any of Susquehanna and its Subsidiaries was (including Loans held for resale to investors) solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home Susquehanna and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Susquehanna 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.
(e) There are no outstanding Loans made by Home Susquehanna or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Susquehanna or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Susquehanna nor any of its Subsidiaries is now nor has it ever been since December 31, 20102011, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Bb&t Corp), Merger Agreement (Susquehanna Bancshares Inc)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Company Subsidiary of Home is a creditor thatwhich, as of September 30, 20132014, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30, 2014, over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder principal stockholder of Home Company or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set forth in Section 3.26(a3.25(a) of the Home Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30, 20132014, had an outstanding balance of $1,000,000 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company, each outstanding Loan of Home Company and 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 carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Company, each outstanding Loan originated, administered and/or serviced by Home or any of Company and its Subsidiaries was has been solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting and servicing standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules. Every Company Subsidiary that services any mortgage Loans complies with the “small servicer” exemption set forth in the regulations of the Bureau of Consumer Financial Protection, 12 C.F.R. § 1026.41(e)(4).
(d) None of the agreements pursuant to which Home or Neither Company nor any of its Subsidiaries has sold is bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans or pools of Loans have been sold that contains any obligation of Company or any of its Subsidiaries to repurchase such Loans or interests therein solely on account therein. Section 3.25(d) of the Company Disclosure Schedule sets forth a payment default true and correct report regarding the current status of (i) repurchase requests received by the obligor on Company or any such Loanof its Subsidiaries to repurchase any Loan or interests therein, and (ii) Company’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein.
(e) There are no outstanding Loans made by Home Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (City National Corp), Merger Agreement (Royal Bank of Canada)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Company Subsidiary of Home is a creditor thatwhich, as of September 30March 31, 20132016, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of March 31, 2016, over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder principal stockholder of Home Company or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set forth in Section 3.26(a3.25(a) of the Home Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30March 31, 20132016, had an outstanding balance of $1,000,000 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company, each outstanding Loan of Home Company and 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 carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Company, each outstanding Loan originated, administered and/or serviced by Home or any of Company and its Subsidiaries was has been solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting and servicing standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules. Every Company Subsidiary that services any mortgage Loans complies with the “small servicer” exemption set forth in the regulations of the Bureau of Consumer Financial Protection, 12 C.F.R. § 1026.41(e)(4).
(d) None of the agreements pursuant to which Home or Neither Company nor any of its Subsidiaries has sold is bound by an agreement pursuant to which Loans or pools of Loans or participations in Loans or pools of Loans have been sold that contains any obligation of Company or any of its Subsidiaries to repurchase such Loans or interests therein solely on account therein. Section 3.25(d) of the Company Disclosure Schedule sets forth a payment default true and correct report regarding the current status of (i) repurchase requests received by the obligor on Company or any such Loanof its Subsidiaries to repurchase any Loan or interests therein, and (ii) Company’s and its Subsidiaries’ reserves in respect of potential repurchase requests to repurchase any Loan or interests therein.
(e) There are no outstanding Loans made by Home Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Company or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Company nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102013, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Canadian Imperial Bank of Commerce /Can/), Merger Agreement (Privatebancorp, Inc)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.26(a) of the HRB Disclosure Schedule, neither Home HRB nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loans in which Home HRB or any Subsidiary of Home HRB is a creditor thatwhich as of December 31, 2015, had an outstanding balance of $100,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132015, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home HRB or any of its Subsidiaries, or to the knowledge of HomeHRB, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.26(a) of the Home HRB Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home HRB and its Subsidiaries that, as of September 30December 31, 20132015, had an outstanding balance of $100,000 or more and were classified by Home HRB as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home HRB or any of its Subsidiaries that, as of September 30December 31, 20132015, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have a Material Adverse Effect on HRB, each Loan of Home HRB and 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 carried on the books and records of Home HRB and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and Except as set forth in Section 3.26(g)would not reasonably be expected to have a Material Adverse Effect on HRB, each outstanding Loan originated, administered and/or serviced by Home or any of HRB and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home HRB and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None Except as set forth in Section 4.26(d) of the HRB Disclosure Schedule, none of the agreements pursuant to which Home HRB 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.
(e) There are no outstanding Loans made by Home HRB or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home HRB or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home HRB nor any of its Subsidiaries is now nor has it ever been since December 31, 20102012, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (Xenith Bankshares, Inc.), Agreement and Plan of Reorganization (Hampton Roads Bankshares Inc)
Loan Portfolio. (a) As of the date hereofof this Agreement, except as set forth in NCC Disclosure Schedule Section 3.26(a), neither Home NCC nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home NCC or any Subsidiary of Home its Subsidiaries is a creditor thatwhich as of September 30, 2018, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of September 30, 20132018, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Sharedand has not yet been charged-Loss Agreement)off, or (ii) Loans with any director, executive officer or 5% or greater shareholder principal stockholder of Home NCC or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoingSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Set forth in NCC Disclosure Schedule Section 3.26(a) of the Home Disclosure Schedule is also sets forth a true, correct and complete list of (A) all of the Loans of Home NCC and its Subsidiaries that, as of September 30, 2013, 2018 had an outstanding balance of $500,000 or more and were classified by Home NCC (A) as of September 30, 2018 as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “LossClassified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunderor (B) on or after January 1, 2016 as “Loss” in all cases together with the aggregate principal amount of and accrued and unpaid interest on each such LoansLoan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of September 30, by category of Loan 2018.
(e.g., commercial, consumer, etc.), and (Bb) NCC Disclosure Schedule Section 3.26(b) identifies each asset of Home NCC or any of its Subsidiaries that, that as of September 30, 20132018, was classified as other real estate owned (“Other Real Estate Owned” OREO”) and the book value thereof, indicating in as well as any assets classified as OREO since September 30, 2018, and any sales of OREO between September 30, 2018 and the case date of subparts (A) and (B) whether the Loan this Agreement, reflecting any gain or asset is a covered asset under a Shared-Loss Agreementloss with respect to any OREO sold.
(bc) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC, each outstanding Loan of Home NCC and each 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 carried on the books and records of Home NCC and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(cd) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on NCC, each outstanding Loan originated, administered and/or serviced by Home or any of NCC and each of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home NCC and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(de) None Except as set forth in NCC Disclosure Schedule Section 3.26(e), none of the agreements pursuant to which Home NCC 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.
(ef) There are no outstanding Loans made by Home NCC or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home NCC or any of its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home NCC nor any of its Subsidiaries is now nor has it ever been since December 31, 20102015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity Authority or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(gh) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and effect, and to NCC’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by NCC or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance agreement with the relevant notes or other credit or security documents, Small Business Administration that arise after the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesdate hereof.
Appears in 2 contracts
Samples: Merger Agreement (National Commerce Corp), Merger Agreement (CenterState Bank Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the MainSource Disclosure Schedule, neither Home MainSource nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home MainSource or any Subsidiary of Home MainSource is a creditor thatwhich as of June 30, 2017, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September June 30, 20132017, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a) of the Home MainSource Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home MainSource and its Subsidiaries that, as of September June 30, 20132017, were classified by Home MainSource as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home MainSource or any of its Subsidiaries that, as of September June 30, 20132017, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have a Material Adverse Effect on MainSource, each Loan of Home MainSource and 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 carried on the books and records of Home MainSource and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and Except as set forth in Section 3.26(g)would not reasonably be expected to have a Material Adverse Effect on MainSource, each outstanding Loan originated, administered and/or serviced by Home or any of MainSource and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home MainSource and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None Except as set forth in Section 3.26(d) of the MainSource Disclosure Schedule, none of the agreements pursuant to which Home MainSource 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.
(e) There are no outstanding Loans made by Home MainSource or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home MainSource or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home MainSource nor any of its Subsidiaries is now nor has it ever been since December 31, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 2 contracts
Samples: Merger Agreement (First Financial Bancorp /Oh/), Merger Agreement (Mainsource Financial Group)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the HomeTrust Disclosure Schedule, neither Home HomeTrust nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) any Loan in which Home HomeTrust or any Subsidiary of Home HomeTrust is a creditor that, with an outstanding balance of $250,000 or more and under the terms of which the obligor was as of September 30August 31, 2013, was 2016 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of Home HomeTrust or any of its Subsidiaries, or to the knowledge of HomeHomeTrust, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.23(a) of the Home HomeTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home HomeTrust and its Subsidiaries that, as of September 30August 31, 20132016, were classified by Home HomeTrust or its Subsidiaries as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home HomeTrust or any of its Subsidiaries that, as of September 30August 31, 20132016, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To HomeHomeTrust’s knowledge, each Loan of Home HomeTrust and 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 carried on the books and records of Home HomeTrust and its Subsidiaries as a secured LoansLoan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException.
(c) Other than Except as would not reasonably be expected to result in a material loss to HomeTrust on a consolidated basis, the purchased outstanding Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home HomeTrust or any of its Subsidiaries was were originated, and administered and/or serviced serviced, by Home HomeTrust or a Home HomeTrust Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home HomeTrust and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home HomeTrust nor any of its Subsidiaries is now nor or has it ever been since December 31January 1, 2010, 2013 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Subsidiary of Home Company is a creditor thatwhich as of September 30, 2015, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20132015, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater principal shareholder of Home Company or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215) or, or to the knowledge of HomeCompany’s knowledge, any affiliate of any of the foregoing. Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a3.25(a) of the Home Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30, 2013, 2015 had an outstanding balance of $250,000 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such LoansLoans as of such date, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset all assets with a book value as of Home September 30, 2015 in excess of $250,000 classified by Company and its 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; (C) all Loans (including participations) that have been accelerated by Company or any of its Subsidiaries thatduring the past twelve months and (D) all Loan commitments or lines of credit of Company or any of its Subsidiaries that have been terminated in the past twelve months by reason of a default or adverse development in the condition of the borrower or other events or circumstances affecting the credit of the borrower.
(b) Section 3.25(b) of the Company Disclosure Schedule sets forth a listing, as of September 30, 20132015, was classified as by account of: (i) all written notifications to Company or any of its Subsidiaries during the past twelve months asserting any “Other Real Estate Ownedlender liability” and the book value thereofor similar claim or deficiencies in servicing, indicating in the case of subparts (A) and (Bii) whether all Loans, where, during the Loan or asset is a covered asset under a Shared-Loss Agreementpast twelve months, the interest rate terms have been reduced and/or the maturity dates have been extended due to concerns regarding the borrower’s ability to pay in accordance with the terms previously in effect.
(bc) To HomeCompany’s knowledge, each outstanding Loan of Home Company and its Subsidiaries (i) is evidenced in all material respects by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured in all material respects by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is in all material respects the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(cd) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)To Company’s knowledge, each outstanding Loan originated, administered and/or serviced by Home or any of Company and its Subsidiaries (including Loans held for resale to investors) was originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(de) None of the agreements pursuant to which Home Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(ef) There are no outstanding All Loans that have been made by Home Company or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue Section 22(h) of the Federal Reserve Act, as amended, or to be in compliance with Regulation O or that are exempt therefrom.
of the Federal Reserve Board (f12 C.F.R., Part 215) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, comply therewith in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.21(a) of the Buyer Disclosure Schedule, neither Home Buyer nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) any Loan in which Home Buyer or any Subsidiary of Home Buyer is a creditor that, with an outstanding balance of $500,000 or more and under the terms of which the obligor was as of September June 30, 2013, was 2017 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of Home Buyer or any of its Subsidiaries, or to the knowledge of HomeBuyer, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.21(a) of the Home Buyer Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Buyer and its Subsidiaries that, as of September June 30, 20132017, were classified by Home Buyer as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” or “" "Loss,” " or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home Buyer or any of its Subsidiaries that, as of September 30July 31, 20132017, was classified as “"Other Real Estate Owned” " and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s Buyer's knowledge, each Loan of Home Buyer and 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 carried on the books and records of Home Buyer and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException; provided, however, that Buyer makes no representation regarding the collectibility of any such Loan.
(c) Other than Except as would not reasonably be expected to result in a material loss to Buyer on a consolidated basis, the purchased outstanding Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home Buyer or any of its Subsidiaries was were originated, and administered and/or serviced serviced, by Home Buyer or a Home Buyer Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home Buyer and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in effect at the time of origination and all material respects with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant With respect to which Home Loans serviced by Buyer or any of its Subsidiaries has sold on behalf of others: (i) such Loans or pools have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements, (ii) except as set forth in Section 4.21(d) of Loans or participations in Loans or pools the Buyer Disclosure Schedule, there have been no repurchases of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on losses incurred with respect to any such LoanLoans during the past two years, and (iii) the Buyer Financial Statements reflect the fair value of the mortgage servicing rights associated with such loans and any required reserve for loss exposure.
(e) There are no outstanding Loans made by Home Buyer or any of its Subsidiaries to any “"executive officer” " or other “"insider” " (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Buyer or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Buyer nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 2010, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Atlantic Capital Disclosure Schedule, neither Home Atlantic Capital nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Atlantic Capital or any Subsidiary of Home Atlantic Capital is a creditor that, as of September 30March 31, 20132021, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of March 31, 2021 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a) of the Home Atlantic Capital Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Atlantic Capital and its Subsidiaries that, as of September 30March 31, 20132021, had an outstanding balance of $1,000,000 or more and were classified by Home Atlantic Capital as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), thereunder and (B) each asset of Home Atlantic Capital or any of its Subsidiaries that, as of September 30March 31, 20132021, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, each Loan of Home and Atlantic Capital 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 carried on the books and records of Home Atlantic Capital and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Atlantic Capital, each outstanding Loan originated, administered and/or serviced by Home of Atlantic Capital or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Atlantic Capital and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Atlantic Capital or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home Atlantic Capital or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Atlantic Capital or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, neither Atlantic Capital nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2018 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to Atlantic Capital’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by Atlantic Capital or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance agreement with the relevant notes Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section 3.4(e) and Section 4.4(e) have been made or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesobtained.
Appears in 1 contract
Samples: Merger Agreement (SOUTH STATE Corp)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Anchor Disclosure Schedule, neither Home Anchor nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Anchor or any Subsidiary of Home Anchor is a creditor thatwhich, as of September 30December 31, 20132016, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home Anchor or any of its Subsidiaries, or to the knowledge of HomeAnchor, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Anchor Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Anchor and its Subsidiaries that, as of September 30December 31, 20132016, were classified by Home Anchor as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home Anchor or any of its Subsidiaries that, as of September 30December 31, 20132016, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To HomeAnchor’s knowledge, each Loan of Home Anchor and 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 carried on the books and records of Home Anchor and its Subsidiaries as a secured LoansLoan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Each outstanding Loan originated, administered and/or serviced by Home Anchor or any of its Subsidiaries was originated, and administered and/or serviced serviced, by Home Anchor or a Home an Anchor Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home Anchor and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) With respect to Loans serviced by Anchor or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.26(d) of the Anchor Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years.
(e) None of the agreements pursuant to which Home Anchor 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 LoanLoan after the expiration of six months from the date of sale.
(ef) There are no outstanding Loans made by Home Anchor or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Anchor or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Anchor nor any of its Subsidiaries is now nor has it ever been since December 31June 30, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.24(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Company Subsidiary of Home is a creditor that, as of September 30December 31, 20132021, was had an outstanding balance of $5,000,000.00 or more and under the terms of which the obligor was, as of December 31, 2021, over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a3.24(a) of the Home Company Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30December 31, 20132021, had an outstanding balance of $5,000,000.00 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), ) and (B) each asset of Home Company or any of its Subsidiaries that, as of September November 30, 20132021, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not have, either individually or in the aggregate, a Material Adverse Effect on Company, each Loan of Home and Company 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 carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Company, each outstanding Loan originated, administered and/or serviced by Home of Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None Section 3.24(d) of the agreements pursuant to which Home or any Company Disclosure Schedule contains a complete and accurate list of all extensions of credit as of November 30, 2021, by Company Bank and its Subsidiaries has sold Loans or pools to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of Loans or participations the Federal Reserve Board (12 C.F.R. Part 215)) of Company Bank, and each such extension of credit is and was made 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 Loancompliance in all material respects with all applicable laws.
(e) There Except as disclosed in Section 3.24(e) of the Company Disclosure Schedule, there are no outstanding Loans made extensions of credit by Home Company Bank or any of its Subsidiaries to any “executive employee, officer” or other “insider” , director (as each such term is terms are defined in Regulation O promulgated by of the Federal Reserve BoardBoard (12 C.F.R. Part 215)) or other affiliate of Home or its Subsidiaries, Company Bank on which the borrower is paying a rate other than Loans that are subject to and that were made and continue to be reflected in compliance with Regulation O the note or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative the relevant credit agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to on which the origination, sale or servicing borrower is paying a rate that was below market at the time the extensions of mortgage or consumer Loanscredit were made.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.21(a) of the Buyer Disclosure Schedule, neither Home Buyer nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) any Loan in which Home Buyer or any Subsidiary of Home Buyer is a creditor that, with an outstanding balance of $500,000 or more and under the terms of which the obligor was as of September 30December 31, 2013, was 2017 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with an aggregate outstanding balance of $500,000 or more with any director, executive officer or 5% or greater shareholder of Home Buyer or any of its Subsidiaries, or to the knowledge of HomeBuyer, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.21(a) of the Home Buyer Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Buyer and its Subsidiaries that, as of September 30December 31, 20132017, were classified by Home Buyer as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” or “" "Loss,” " or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home Buyer or any of its Subsidiaries that, as of September 30December 31, 20132017, was classified as “"Other Real Estate Owned” " and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s Buyer's knowledge, each Loan of Home Buyer and 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 carried on the books and records of Home Buyer and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException; provided, however, that Buyer makes no representation regarding the collectability of any such Loan.
(c) Other than Except as would not reasonably be expected to result in a material loss to Buyer on a consolidated basis, the purchased outstanding Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home Buyer or any of its Subsidiaries was were originated, and administered and/or serviced serviced, by Home Buyer or a Home Buyer Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home Buyer and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and in effect at the time of origination and all material respects with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant With respect to which Home Loans serviced by Buyer or any of its Subsidiaries has sold on behalf of others: (i) such Loans or pools have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements, (ii) except as set forth in Section 4.21(d) of Loans or participations in Loans or pools the Buyer Disclosure Schedule, there have been no repurchases of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on losses incurred with respect to any such LoanLoans during the past two years, and (iii) the Buyer Financial Statements reflect the fair value of the mortgage servicing rights associated with such loans and any required reserve for loss exposure.
(e) There are no outstanding Loans made by Home Buyer or any of its Subsidiaries to any “"executive officer” " or other “"insider” " (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Buyer or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Buyer nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 2010, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Anchor Disclosure Schedule, neither Home Anchor nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “"Loans”") in which Home Anchor or any Subsidiary of Home Anchor is a creditor thatwhich, as of September 30December 31, 20132016, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home Anchor or any of its Subsidiaries, or to the knowledge of HomeAnchor, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Anchor Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Anchor and its Subsidiaries that, as of September 30December 31, 20132016, were classified by Home Anchor as “"Other Loans Specially Mentioned,” “" "Special Mention,” “" "Substandard,” “" "Doubtful,” or “" "Loss,” " or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home Anchor or any of its Subsidiaries that, as of September 30December 31, 20132016, was classified as “"Other Real Estate Owned” " and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s Anchor's knowledge, each Loan of Home Anchor and 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 carried on the books and records of Home Anchor and its Subsidiaries as a secured LoansLoan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsException.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Each outstanding Loan originated, administered and/or serviced by Home Anchor or any of its Subsidiaries was originated, and administered and/or serviced serviced, by Home Anchor or a Home an Anchor Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home Anchor and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) With respect to Loans serviced by Anchor or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.26(d) of the Anchor Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years.
(e) None of the agreements pursuant to which Home Anchor 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 LoanLoan after the expiration of six months from the date of sale.
(ef) There are no outstanding Loans made by Home Anchor or any of its Subsidiaries to any “"executive officer” " or other “"insider” " (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Anchor or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Anchor nor any of its Subsidiaries is now nor has it ever been since December 31June 30, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
Appears in 1 contract
Samples: Merger Agreement (Anchor Bancorp)
Loan Portfolio. (a) As of the date hereof, except as set forth on Section 3.23(a) of the Company Disclosure Schedule, neither Home Company nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Company or any Subsidiary of Home Company is a creditor thatwhich as of December 31, 2020 had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132020, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with “extensions of credit” to any director, “executive officer officer” or 5% or greater shareholder other “insider” of Home Company or any of its Subsidiaries, Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Each “extension of credit” to any such “executive officer” or to the knowledge other “insider” of Home, any affiliate of Company or any of the foregoingits Subsidiaries subject to 12 C.F.R. Part 215 was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a3.23(a) of the Home Company Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Company and its Subsidiaries that, as of September 30December 31, 20132020, had an outstanding balance of $1,000,000 or more and were classified by Home Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importimport (the “Classified Loans”), together with the principal amount thereof of and the identity of the borrower thereunderaccrued and unpaid interest on each such Loan, together with and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company, each outstanding Loan of Home and Company or its Subsidiaries (i) is evidenced by notes, lost note affidavits, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Home Company and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected perfected, except for security instruments which have been submitted for recording and have not been recorded, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability ExceptionsExceptions as they relate to or affect such obligor.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Company, each outstanding Loan originated, administered and/or serviced by Home of Company or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Home Company and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Company or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default (other than early payment defaults) by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Company nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromcommitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(gf) Home Company has compiled a list of each promissory note or loan agreement for each Loan of Company and its Subsidiaries have administered that, as of March 19, 2021, had an outstanding balance of $1,000,000 and serviced for which the Loans and leases purchased interest rate now or in July 2009 and August 2010 by Home Federal Bank from the FDIC future is or will be calculated based upon one of various indices commonly known as Receiver for Community First Bank and LibertyBank, the London Interbank Offered Rate applicable to loans denominated in all material respects, in accordance with U.S. dollars (“USD LIBOR”) (the “LIBOR Loans”). Company has reviewed the relevant notes or other credit or security documentsUSD LIBOR-related provisions governing each LIBOR Loan. Section 3.23(f) of Company Disclosure Schedule contains an accurate and complete list of all LIBOR Loans maturing after June 30, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules2023.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Company Disclosure Schedule, neither Home the Company nor any of its Subsidiaries Company Subsidiary is a party to any written or oral (i) loan, loan agreement, credit facility, note or borrowing arrangement (including securities and securities-related lending arrangements and any leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home the Company or any Subsidiary of Home the Company is a creditor that, as of September June 30, 20132021, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of June 30, 2021 over ninety sixty (9060) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a) of the Home Company Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home the Company and its the Company Subsidiaries that, as of September June 30, 20132021, had an outstanding balance of $1,000,000 or more and were classified by Home the Company as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), thereunder and (B) each asset of Home the Company or any of its Subsidiaries that, as of September June 30, 20132021, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each Loan of Home and its Subsidiaries the Company or any Company Subsidiary (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 carried on the books and records of Home the Company and its the Company Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) aggregate, a Material Adverse Effect on the Company, each outstanding Loan of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home Company or any of its Subsidiaries Company Subsidiary (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or and, where applicable, serviced by Home or a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home the Company and its the Company Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home the Company or any of its Subsidiaries Company Subsidiary 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.
(e) There are no outstanding Loans made by Home the Company or any of its Subsidiaries Company Subsidiary to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home the Company or its the Company Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home the Company nor any of its Subsidiaries Company Subsidiary is now nor has it ever been since December 31January 1, 2010, 2019 subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage mortgage, commercial or consumer Loans.
(g) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to the knowledge of the Company, will remain in full force and effect following the First Effective Time, in each case, without any further action by the Company or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance agreement with the relevant notes Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section 3.4 and Section 4.4 have been made or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesobtained.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TriState Capital Holdings, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the IBTX Disclosure Schedule, neither Home IBTX nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home IBTX or any Subsidiary of Home IBTX is a creditor that, as of September 30March 31, 20132024, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of March 31, 2024 over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a) of the Home IBTX Disclosure Schedule is a true, correct and complete list of (Ai) all of the Loans of Home IBTX and its Subsidiaries that, as of September 30March 31, 20132024, had an outstanding balance of $1,000,000 and were classified by Home IBTX as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category, and (Bii) each asset of Home IBTX or any of its Subsidiaries that, as of September 30March 31, 20132024, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, each Loan of Home and IBTX 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 carried on the books and records of Home IBTX and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on IBTX, each outstanding Loan originated, administered and/or serviced by Home of IBTX or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home IBTX and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home IBTX or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home IBTX or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home IBTX or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, neither IBTX nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2021 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to IBTX’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by IBTX or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance agreement with the relevant notes or other credit or security documents, Small Business Administration that arise after the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesdate hereof.
Appears in 1 contract
Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the TCF Disclosure Schedule, neither Home TCF nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home TCF or any Subsidiary of Home TCF is a creditor thatwhich as of September 30, 2020 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 20132020, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with ”extensions of credit” to any director, “executive officer officer” or 5% or greater shareholder other “insider” of Home TCF or any of its Subsidiaries, Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Each “extension of credit” to any such “executive officer” or to the knowledge other “insider” of Home, any affiliate of TCF or any of the foregoingits Subsidiaries is subject to and was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a3.25(a) of the Home TCF Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home TCF and its Subsidiaries that, as of September 30, 20132020, had an outstanding balance of $10,000,000 or more and were classified by Home TCF as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunderaccrued and unpaid interest on each such Loan, together with and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on TCF, each outstanding Loan of Home and TCF or 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 carried on the books and records of Home TCF and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on TCF, each outstanding Loan originated, administered and/or serviced by Home of TCF or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Home TCF and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home TCF 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 (other than early payment defaults) by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home TCF nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromcommitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Atlantic Capital Disclosure Schedule, neither Home Atlantic Capital nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Atlantic Capital or any Subsidiary of Home Atlantic Capital is a creditor that, as of September 30March 31, 20132021, was had an outstanding balance of $1,000,000 or more and under the terms of which the obligor was, as of March 31, 2021 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a) of the Home Atlantic Capital Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Atlantic Capital and its Subsidiaries that, as of September 30March 31, 20132021, had an outstanding balance of $1,000,000 or more and were classified by Home Atlantic Capital as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), thereunder and (B) each asset of Home Atlantic Capital or any of its Subsidiaries that, as of September 30March 31, 20132021, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, each Loan of Home and Atlantic Capital 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 carried on the books and records of Home Atlantic Capital and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Atlantic Capital, each outstanding Loan originated, administered and/or serviced by Home of Atlantic Capital or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Atlantic Capital and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Atlantic Capital or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains contain any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home Atlantic Capital or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Atlantic Capital or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Atlantic Capital, neither Atlantic Capital nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, 2018 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home As to each Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Entity, such guaranty is in full force and effect, and to Atlantic Capital’s knowledge, will remain in full force and effect following the Effective Time, in each case, without any further action by Atlantic Capital or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance agreement with the relevant notes Small Business Administration that arise after the date hereof and assuming that the applicable applications, filings, notices, consents and approvals contemplated in Section 3.4(e) and Section 4.4(e) have been made or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesobtained.
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Samples: Merger Agreement (Atlantic Capital Bancshares, Inc.)
Loan Portfolio. (a) As of the date hereof, except as set forth in Confidential Schedule 3.26(a) of the Target Disclosure Schedules, neither Home Target nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Target or any Subsidiary of Home Target is a creditor thatwhich as of September 30, 2016, had an outstanding balance of $250,000 or more and under the terms of which the obligor was, as of September 30, 20132016, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home Target or any of its Subsidiaries, or to the knowledge Best Knowledge of HomeTarget, any affiliate Affiliate of any of the foregoing. .
(b) Set forth in Section 3.26(aConfidential Schedule 3.26(b) of the Home Target Disclosure Schedule Schedules is a true, correct and complete list of (A) all of the Loans of Home Target and its Subsidiaries that, as of September 30, 20132016, were classified by Home Target as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home Target or any of its Subsidiaries that, as of September 30, 20132016, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(bc) To HomeTarget’s knowledgeBest Knowledge, each Loan of Home Target and 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 carried on the books and records of Home Target and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Notwithstanding the foregoing, no representation or warranty is made as to the sufficiency of collateral securing or the collectability of the Loans.
(cd) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)To Target’s Best Knowledge, each outstanding Loan originated, administered and/or serviced by Home or any of Target and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Target and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rulesLaws.
(de) None of the agreements pursuant to which Home Target 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.
(ef) There are no outstanding Loans made by Home Target or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Target or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fg) Neither Home Target nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the TCF Disclosure Schedule, neither Home TCF nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home TCF or any Subsidiary of Home TCF is a creditor thatwhich as of September 30, 2020 had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of September 30, 20132020, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with “extensions of credit” to any director, “executive officer officer” or 5% or greater shareholder other “insider” of Home TCF or any of its Subsidiaries, Subsidiaries (as such terms are defined in 12 C.F.R. Part 215). Each “extension of credit” to any such “executive officer” or to the knowledge other “insider” of Home, any affiliate of TCF or any of the foregoingits Subsidiaries is subject to and was made and continues to be in compliance with 12 C.F.R. Part 215 in all material respects or is exempt therefrom. Set forth in Except as such disclosure may be limited by any applicable law, rule or regulation, Section 3.26(a3.25(a) of the Home TCF Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home TCF and its Subsidiaries that, as of September 30, 20132020, had an outstanding balance of $10,000,000 or more and were classified by Home TCF as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunderaccrued and unpaid interest on each such Loan, together with and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on TCF, each outstanding Loan of Home and TCF or 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 carried on the books and records of Home TCF and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on TCF, each outstanding Loan originated, administered and/or serviced by Home of TCF or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Home TCF and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home TCF 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 (other than early payment defaults) by the obligor on any such Loan.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home TCF nor any of its Subsidiaries is now now, nor has it ever been since December 31, 20102017, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment fromcommitment, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Schedule 3.25(a), neither Home Monument nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Monument or any Subsidiary of Home Monument is a creditor thatwhich as of the end of the last full month prior to the date of this Agreement, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of September 30the end of the last full month prior to the date of this Agreement, 2013, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater principal shareholder of Home Monument or any of its SubsidiariesSubsidiaries (as such terms are defined in 12 C.F.R. Part 215). Except as such disclosure may be limited by any applicable law, rule or to the knowledge of Homeregulation, any affiliate of any of the foregoing. Set Schedule 3.25(a) sets forth in Section 3.26(a) of the Home Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Monument and its Subsidiaries that, as of September 30, 2013, the end of the last full month prior to the date of this Agreement had an outstanding balance of $50,000 or more and were classified by Home Monument as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreementsuch date.
(b) To Home’s knowledgeExcept as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Monument, each outstanding Loan of Home Monument and 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 carried on the books and records of Home Monument and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicableLiens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exceptions.
(c) Other than Except as would not reasonably be likely to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Monument, each outstanding Loan originated, administered and/or serviced by Home or any of Monument and its Subsidiaries was (including Loans held for resale to investors) solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the applicable written underwriting standards of Home Monument and its Subsidiaries (and, in the case of Loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Monument 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.
(e) There are no outstanding Loans made by Home Monument or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Monument or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Monument nor any of its Subsidiaries is now nor has it ever been since December 31, 201031 of the Prior Year, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.23(a) of the HomeTrust Disclosure Schedule, neither Home HomeTrust nor any of its Subsidiaries HomeTrust Bank is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) any Loan in which Home HomeTrust or any Subsidiary of Home HomeTrust Bank is a creditor thatwith an outstanding balance of five hundred thousand dollars ($500,000) or more and under the terms of which the obligor was, as of September June 30, 20132022, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with an aggregate outstanding balance of five hundred thousand dollars ($500,000) or more with any director, executive officer or 5% or greater shareholder stockholder of Home HomeTrust or any of its SubsidiariesHomeTrust Bank, or to the knowledge of HomeHomeTrust, any affiliate of any of the foregoing. Set forth in Section 3.26(a4.23(a) of the Home HomeTrust Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home HomeTrust and its Subsidiaries HomeTrust Bank that, as of September June 30, 20132022, were classified by Home HomeTrust or HomeTrust Bank as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home HomeTrust or any of its Subsidiaries HomeTrust Bank that, as of September June 30, 20132022, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledge, each Loan of Home and 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 carried on the books and records of Home and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries was originated, and administered and/or serviced by Home or a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.25(a) of the Cadence Disclosure Schedule, neither Home Cadence nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Cadence or any Subsidiary of Home Cadence is a creditor that, as of September 30December 31, 20132020, was had an outstanding balance of $5,000,000 or more and under the terms of which the obligor was, as of December 31, 2020 over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoinginterest. Set forth in Section 3.26(a3.25(a) of the Home Cadence Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home Cadence and its Subsidiaries that, as of September 30December 31, 20132020, had an outstanding balance of $5,000,000 and were classified by Home Cadence as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category, and (B) each asset of Home Cadence or any of its Subsidiaries that, as of September 30December 31, 20132020, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Cadence, each Loan of Home and Cadence 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 carried on the books and records of Home Cadence and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than Except as would not reasonably be expected to have, either individually or in the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g)aggregate, a Material Adverse Effect on Cadence, each outstanding Loan originated, administered and/or serviced by Home of Cadence or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Cadence and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home 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.
(e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 3.26(a) of the Seller Disclosure Schedule, neither Home Seller nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home Seller or any Subsidiary of Home Seller is a creditor thatthat as of December 31, 2017, had an outstanding balance of $100,000 or more and under the terms of which the obligor was, as of September 30December 31, 20132017, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home Seller or any of its Subsidiaries, or to the knowledge of HomeSeller, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Seller Disclosure Schedule is sets forth a true, correct and complete list of (A) all of the Loans of Home Seller and its Subsidiaries that, as of September 30December 31, 20132017, had an outstanding balance of $100,000 or more and were classified by Home Seller as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and the identity of the borrower thereunder, together with accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on all such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, Loans as of September 30December 31, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement2017.
(b) To Home’s knowledge, each Each Loan of Home Seller and 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 carried on the books and records of Home Seller and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens Liens or encumbrances, as applicable, which that have been and remain perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions; provided, however, that it shall not be considered a breach of this representation and warranty if any Loan of less than $100,000 does not comply with the forgoing representations or if Loans in the aggregate of less than $500,000 do not comply with the forgoing representations.
(c) Other than the purchased Loans described in Section 3.26(c) Each outstanding Loan of the Home Disclosure Schedule Seller and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Seller and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(d) None of the agreements pursuant to which Home Seller 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 other than repurchase obligations arising upon breach of a payment default by the obligor on any such Loanrepresentations, warranties, covenants and other obligations of Seller or its Subsidiaries, as applicable, all of which are usual and customary in their scope and nature.
(e) There are no outstanding Loans made by Home Seller or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home Seller or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(f) Neither Home Seller nor any of its Subsidiaries is now nor has it ever been since December 31July 1, 20102015, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home As to each Loan that is secured, whether in whole or in part, by a guaranty of the United States Small Business Administration or any other Governmental Authority, such guaranty is in full force and effect, Seller has not been notified of any possible modification or revocation of any such guaranty, and to the knowledge of Seller, such guaranty will remain in full force and effect following the Closing Date, in each case, without any further action by Seller or any of its Subsidiaries have administered and serviced subject to the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from fulfillment of their obligations under the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with Small Business Administration Agreement that arise after the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rulesdate hereof.
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Loan Portfolio. (a) As of the date hereof, except as set forth in Section 4.22 of the Parent Disclosure Schedules, neither Home Parent nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) Loans in which Home Parent or any Subsidiary of Home Parent is a creditor thatwhich as of September 30, 2016, had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of September 30, 20132016, was over ninety (90) 90 days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement)interest, or (ii) Loans with any director, executive officer or five percent (5% %) or greater shareholder of Home Parent or any of its Subsidiaries, or to the knowledge Knowledge of HomeParent, any affiliate Affiliate of any of the foregoing. Set forth in Section 3.26(a) 4.22 of the Home Parent Disclosure Schedule Schedules is a true, correct and complete list of (A) all of the Loans of Home Parent and its Subsidiaries that, as of September 30, 20132016, had an outstanding balance of $500,000 or more and were classified by Home Parent as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount thereof of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Home Parent or any of its Subsidiaries that, as of September 30, 20132016, was is classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement.
(b) To Home’s knowledgeExcept as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, each outstanding Loan of Home Parent and its Subsidiaries (iincluding Loans held for resale to investors) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine was solicited and what they purport to be, (ii) to the extent carried on the books and records of Home and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries was originated, and is and has been administered and/or serviced by Home or a Home Subsidiaryand, 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, the written underwriting standards of Home Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules.
(dc) None Neither Parent nor any of the agreements its Subsidiaries has been notified to exercise its repurchase obligations under any agreement pursuant to which Home Parent 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 LoanLoans.
(ed) There are no outstanding Loans made by Home Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(fe) Neither Home Parent nor any of its Subsidiaries is now nor has it ever been since December 31January 1, 20102013, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan Loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.
(g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.
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