Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC Disclosure Schedule 4.16.2 sets forth a listing, as of June 30, 2009, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary during the past twelve months of, or has asserted against HNB or any other HNC Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, each borrower, customer or other party which has given HNB or any other HNC Subsidiary any oral notification of, or orally asserted to or against HNB or any other HNC Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5) where a specific reserve allocation exists in connection therewith, and (E) all assets classified by HNB or any HNB Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.1. 4.16.1 The allowance for loan losses reflected in HNCPC Bancorp’s audited consolidated balance sheet at December 31, 2008 2010 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was2010 was or will be, as the case may be, adequate, as of the date dates thereof, under GAAPGAAP and applicable regulatory requirements. 4.16.2. HNC 4.16.2 Except as set forth on PC Bancorp Disclosure Schedule 4.16.2 4.16.2(a), PC Bancorp has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to PC Bancorp’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or PCB relating to any withdrawn loan commitment, termination of a loan or potential borrower. PC Bancorp Disclosure Schedule 4.16.2(b) sets forth a listing, as of June 30, 2009the most recently available date, by account, of: of (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary during the past twelve months of, or has asserted against HNB or any other HNC Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, each borrower, customer or other party which has given HNB or any other HNC Subsidiary any oral notification of, or orally asserted to or against HNB or any other HNC Subsidiary, any such claim; (Dx) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, or (4) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5) where a specific reserve allocation exists in connection therewith, and (Ey) all assets classified by HNB or any HNB Subsidiary PCB 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. 4.16.3 All loans receivable (including discounts) and accrued interest entered on the books of PC Bancorp and PCB arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of PC Bancorp’s or PCB’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. Disclosure Schedule 4.16.2 To the Knowledge of PC Bancorp, the loans, discounts and the accrued interest reflected on the books of PC Bancorp and PCB are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by PC Bancorp or PCB free and clear of any individual loan with a principal outstanding balance liens. 4.16.4 The notes and other evidences of less than $50,000indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC Disclosure Schedule ABNJ DISCLOSURE SCHEDULE 4.16.2 sets forth a listing, as of June the most recently available date (and in no event later than November 30, 20092008), by account, of: (A) all loans (including loan participations) of HNB American Bank or any other HNC ABNJ Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB American Bank or any other HNC ABNJ Subsidiary which have been terminated by HNB American Bank or any other HNC ABNJ Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and loan commitments as to which American Bank or any other ABNJ Subsidiary has given written notice of its intent to terminate during the past twelve months; (D) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from American Bank or any other ABNJ Subsidiary to any of their respective borrowers, customers or other parties during the past twelve months wherein American Bank or any other ABNJ Subsidiary has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (E) each borrower, customer or other party which has notified HNB American Bank or any other HNC ABNJ Subsidiary during the past twelve months of, or has asserted against HNB American Bank or any other HNC ABNJ Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBAmerican Bank, each borrower, customer or other party which has given HNB American Bank or any other HNC ABNJ Subsidiary any oral notification of, or orally asserted to or against HNB American Bank or any other HNC ABNJ Subsidiary, any such claim; (DF) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, and (EG) all assets classified by HNB American Bank or any HNB American Bank Subsidiary 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. Disclosure Schedule DISCLOSURE SCHEDULE 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that DISCLOSURE SCHEDULE 4.16.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been excluded.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCRoma Financial’s audited consolidated balance sheet at December 31, 2008 2011 was, and the allowance for loan losses shown on the balance sheets in HNC’s the Roma Financial Securities Documents for periods ending after December 31, 2008 was2011 was or will be, adequate, as of the date thereof, under GAAP. 4.16.2. HNC Disclosure Schedule 4.16.2 sets forth (b) Roma Financial has Previously Disclosed a listinglist setting forth, as of June November 30, 20092012, by account, of: (A) all loans (including loan participations) of HNB Roma Financial or any other HNC Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB Roma Financial or any other HNC Roma Subsidiary which have been terminated by HNB Roma Financial or any other HNC Roma Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Roma Financial or any other HNC Roma Subsidiary during three years preceding the past twelve months ofdate of this Agreement, or has asserted against HNB Roma Financial or any other HNC Roma Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBRoma Financial, each borrower, customer or other party which has given HNB Roma Financial or any other HNC Roma Subsidiary any oral notification of, or orally asserted to or against HNB Roma Financial or any other HNC Roma Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, substandard,” “Special Mention”, doubtful,” “Substandard”, loss,” “Doubtful”, classified,” “Loss”, criticized,” “Classified”, credit risk assets,” “Criticized”, concerned loans,” “Watch watch list” or “special mention” (or words of similar import) by Roma Financial and any Roma Subsidiary, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunderor any applicable Regulatory Authority, (4) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewiththerewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (E) all assets classified by HNB Roma Bank or any HNB Roma Subsidiary 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. Disclosure Schedule 4.16.2 The foregoing list may exclude any individual loan with a principal outstanding balance of less than $50,000100,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial and each Roma Subsidiary arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma Financial’s or the appropriate Roma Subsidiary’s respective business. To the Knowledge of Roma Financial, the loans, discounts and the accrued interest reflected on the books of Roma Financial and each Roma Subsidiary are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by Roma Financial or the appropriate Roma Subsidiary free and clear of any liens. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 4.16.1. (a) The allowance allowances for loan losses reflected in HNC’s audited the consolidated balance sheet sheets contained in the First Franklin Financials at December 31and for the period ending June 30, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, 2010 were adequate as of the that date thereof, under GAAPGAAP and all regulatory requirements applicable to First Franklin and Franklin Savings. 4.16.2. HNC (b) First Franklin Disclosure Schedule 4.16.2 3.15(b) sets forth a listing, as of June 30, 2009a date within fifteen (15) Business Days prior to the date of this Agreement, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB First Franklin or any other HNC Subsidiary Franklin Savings during the past twelve (12) months of, or has asserted against HNB First Franklin or any other HNC SubsidiaryFranklin Savings, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBFirst Franklin and Franklin Savings, each borrower, customer or other party which has given HNB First Franklin or any other HNC Subsidiary Franklin Savings any oral notification of, or orally asserted to or against HNB First Franklin or any other HNC SubsidiaryFranklin Savings, any such claim; (DB) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectibility of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, and (EC) all assets classified by HNB First Franklin or any HNB Subsidiary Franklin Savings 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000foreclosure and (D) loans subject to work out or similar procedures.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCVIST’s audited consolidated balance sheet at December 31, 2008 2010 was, and the allowance for loan losses shown on the balance sheets in HNCVIST’s Securities Documents SEC Reports for periods ending after December 31, 2008 2010 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC (b) VIST Disclosure Schedule 4.16.2 4.15(b) sets forth a listing, as of June 30December 31, 20092011, by account, of: (A) all loans (including loan participations) of HNB VIST Bank or any other HNC VIST Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB VIST Bank or any other HNC VIST Subsidiary which have been terminated by HNB VIST Bank or any other HNC VIST Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB VIST Bank or any other HNC VIST Subsidiary during the past twelve months of, or has asserted against HNB VIST Bank or any other HNC VIST Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBVIST Bank, each borrower, customer or other party which has given HNB VIST Bank or any other HNC VIST Subsidiary any oral notification of, or orally asserted to or against HNB VIST Bank or any other HNC VIST Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5) where a specific reserve allocation exists in connection therewith, and (E) all assets classified by HNB VIST Bank or any HNB VIST Bank Subsidiary 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. VIST Disclosure Schedule 4.16.2 4.15(b) may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC RBPI Disclosure Schedule 4.16.2 4.15.1 sets forth a listing, as of June 30December 31, 20092016, by name and account, of: (Aa) all loans (including loan participations) Loans of HNB RBA or any other HNC RBPI Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB RBA or any other HNC RBPI Subsidiary which have been terminated by HNB RBA or any other HNC RBPI Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB RBA or any other HNC RBPI Subsidiary during the past twelve months of, or has asserted against HNB RBA or any other HNC RBPI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB RBA or any other HNC RBPI Subsidiary any oral notification of, or orally asserted to or against HNB RBA or any other HNC RBPI Subsidiary, any such claim; (D) . 4.15.2. RBPI Disclosure Schedule 4.15.2 sets forth a listing of all loansLoans, (1a) that are contractually past due 90 30 days or more in the payment of principal and/or interest, (2b) that are on non-accrual status, (3c) that as of the date of this Agreement are classified as “Watch,” “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Credit Risk Assets,” “Concerned Loans,” “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4d) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5e) that qualify as Troubled Debt Restructurings, (f) where a specific reserve allocation exists in connection therewith, and (E) all assets classified by HNB or any HNB Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s the notes to MFI's audited consolidated balance sheet statement of financial condition at December 31June 30, 2008 2003 was, and the allowance for loan losses shown on in the balance sheets notes to the unaudited consolidated financial statements in HNC’s MFI's Securities Documents for periods ending after December 31June 30, 2008 was2003 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC Disclosure Schedule MFI DISCLOSURE SCHEDULE 4.16.2 sets forth a listing, as of June 30May 31, 20092004, by account, of: (A) all loans (including loan participations) of HNB MFI or any other HNC MFI Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB MFI or any other HNC MFI Subsidiary which have been terminated by HNB MFI or any other HNC MFI Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and loan commitments as to which MFI or any other MFI Subsidiary has given written notice of its intent to terminate during the past twelve months; (D) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from MFI or any other MFI Subsidiary to any of their respective borrowers, customers or other parties during the past twelve months wherein MFI or any other MFI Subsidiary has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (E) each borrower, customer or other party which has notified HNB Medford Co-operative or any other HNC MFI Subsidiary during the past twelve months of, or has asserted against HNB Medford Co-operative, or any other HNC MFI Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge knowledge of HNBMFI or any MFI Subsidiary, each borrower, customer or other party which has given HNB Medford Co-operative, or any other HNC MFI Subsidiary any oral notification of, or orally asserted to or against HNB Medford Co-operative, or any other HNC MFI Subsidiary, any such claim; and (DF) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement May 31, 2004 are classified as “"Other Loans Specially Mentioned”", “"Special Mention”", “"Substandard”", “"Doubtful”", “"Loss”", “"Classified”", “"Criticized”", “"Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectability of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s 's ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (EG) all other assets classified by HNB Medford Co-operative, or any HNB other MFI Subsidiary 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. Disclosure Schedule DISCLOSURE SCHEDULE 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that DISCLOSURE SCHEDULE 4.16.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been excluded.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCPolonia’s audited consolidated balance sheet at December 31, 2008 2015 was, and the allowance for loan losses shown on the balance sheets in HNCPolonia’s Securities Documents Financial Statements for periods ending after December 31, 2008 was2015 will be, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC Polonia Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30March 31, 20092016, by name and account, of: (Aa) all loans (including loan participations) of HNB Polonia or any other HNC Polonia Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB Polonia or any other HNC Polonia Subsidiary which have been terminated by HNB Polonia or any other HNC Polonia Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB Polonia or any other HNC Polonia Subsidiary during the past twelve months of, or has asserted against HNB Polonia or any other HNC Polonia Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB Polonia or any other HNC Polonia Subsidiary any oral notification of, or orally asserted to or against HNB Polonia or any other HNC Polonia Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, or (vii) Polonia Delinquencies and (Ee) all assets classified by HNB Polonia or any HNB Polonia Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. Disclosure Schedule 4.16.2 All loans receivable (including discounts) and accrued interest entered on the books of Polonia and the Polonia Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Polonia’s or the appropriate Polonia Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To Polonia’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Polonia and the Polonia Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with good and marketable title, free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as (a) Section 4.21(a) of the date thereof, under GAAP. 4.16.2. HNC FAHC Disclosure Schedule 4.16.2 Memorandum sets forth a listing, as of June 30August 31, 20092014, by account, of: (Ai) all loans (including loan participations) of HNB or any other HNC Subsidiary Bank that have been accelerated during the past twelve months; (Bii) all loan commitments or lines of credit of HNB or any other HNC Subsidiary Bank which have been terminated by HNB or any other HNC Subsidiary Bank during the past twelve months by reason of a default Default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Ciii) all loans, lines of credit and loan commitments as to which Bank has given written notice of its intent to terminate during the past twelve months; (iv) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from any FAHC Entity to any of Bank’s borrowers, customers or other parties during the past twelve months wherein Bank has requested or demanded that actions be taken to correct existing Defaults or facts or circumstances which may become Defaults; (v) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary Bank during the past twelve months of, or has asserted against HNB or any other HNC SubsidiaryBank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBFAHC and Bank, each borrower, customer or other party which has given HNB or any other HNC Subsidiary Bank any oral notification of, or orally asserted to or against HNB or any other HNC SubsidiaryBank, any such claim; (Dvi) all loans, (1A) that are contractually past due 90 days or more in the payment of principal and/or interest, (2B) that are on non-accrual status, (3C) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4D) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (E) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5F) where a specific reserve allocation exists in connection therewith, and (Evii) all assets Assets classified by HNB or any HNB Subsidiary FAHC Entity as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets Assets currently held that were acquired through foreclosure or in lieu of foreclosure. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCCFB’s audited consolidated balance sheet at December 31, 2008 2017 was, and the allowance for loan losses shown on the balance sheets in HNCCFB’s Securities Documents Financial Statements for periods ending after December 31, 2008 was2017 will be, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC CFB Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30March 31, 20092018, by name and account, of: (Aa) all loans (including loan participations) of HNB CFB or any other HNC CFB Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB CFB or any other HNC CFB Subsidiary which have been terminated by HNB CFB or any other HNC CFB Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB CFB or any other HNC CFB Subsidiary during the past twelve months of, or has asserted against HNB CFB or any other HNC CFB Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB CFB or any other HNC CFB Subsidiary any oral notification of, or orally asserted to or against HNB CFB or any other HNC CFB Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, and (Ee) all assets classified by HNB CFB or any HNB CFB Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. Disclosure Schedule 4.16.2 All loans receivable (including discounts) and accrued interest entered on the books of CFB and the CFB Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CFB’s or the appropriate CFB Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To CFB’s Knowledge, the loans, discounts and the accrued interest reflected on the books of CFB and the CFB Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with good and marketable title, free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. For purposes of this Section 5.16, XXX and SBT are collectively referred to as XXX. 5.16.1 The allowance allowances for loan losses reflected in HNCthe notes to SAL’s audited consolidated balance sheet statements of financial condition at December 31, 2008 was2012 and 2011 were, and the allowance for loan losses shown on in the balance sheets in HNC’s Securities Documents notes to the unaudited consolidated financial statements for periods ending after December 31, 2008 was2012 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC 5.16.2 XXX Confidential Disclosure Schedule 4.16.2 5.16.2 sets forth a listing, as of June the most recently available date (and in no event earlier than September 30, 20092013), by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary XXX that have been accelerated during the past twelve (12) months; (B) with respect to all loan commitments commercial loans (including commercial real estate loans), all notification letters and other written communications from XXX to any borrowers, customers or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary parties during the past twelve (12) months by reason of a default wherein XXX has requested or adverse developments in the condition of the borrower demanded that actions be taken to correct existing defaults or other events facts or circumstances affecting the credit of the borrowerwhich may become defaults; (C) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary XXX during the past twelve (12) months of, or has asserted against HNB or any other HNC SubsidiaryXXX, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBXXX, each borrower, customer or other party which has given HNB or any other HNC Subsidiary XXX any oral notification of, or orally asserted to or against HNB or any other HNC SubsidiaryXXX, any such claim; and (D) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement December 31, 2013 are classified as “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectibility of principal and/or interest, during whether or not interest is still accruing or the loans are less than ninety (90) days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (E) all other assets classified by HNB or any HNB Subsidiary XXX 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. 5.16.3 All loans receivable (including discounts) and accrued interest entered on the books of XXX arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of SAL’s businesses, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. Disclosure Schedule 4.16.2 The loans, discounts and the accrued interest reflected on the books of XXX are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by XXX free and clear of any individual loan with a principal outstanding balance liens. 5.16.4 The notes and other evidences of less than $50,000indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are valid, true and genuine, and what they purport to be.

Loan Portfolio. 4.16.1. The (i) To GCFC's Knowledge, the allowance for loan losses reflected in HNC’s the notes to GCFC's audited consolidated balance sheet statement of financial condition at December 31, 2008 2006 was, and the allowance for loan losses shown on in the balance sheets in HNC’s Securities Documents notes to the GCFC's audited consolidated financial statements for periods ending after December 31, 2008 was2006 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC (ii) GCFC Disclosure Schedule 4.16.2 4.1(t)(ii) sets forth a listing, as of June 30, 2009the most recently available date, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB GCFC or any other HNC GCFC Subsidiary during the past twelve months of, or has asserted against HNB GCFC or any other HNC GCFC Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge of HNBGCFC, each borrower, customer or other party which has given HNB GCFC or any other HNC GCFC Subsidiary any oral notification of, or orally asserted to or against HNB GCFC or any other HNC GCFC Subsidiary, any such claim; and (DB) all loansloans in excess of $15,000, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Specifically Mentioned”", “"Special Mention”", “"Substandard”", “"Doubtful”", “"Loss”", “"Classified”", “"Criticized”", “"Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4) where, during the past three years, where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s 's ability to pay in accordance with such initial terms, or (5) where a specific reserve allocation exists in connection therewith, together with an aggregate total of all such loans that would otherwise be disclosed pursuant to (B)(1)-(5) above except the amount involved is $15,000 or less; and (EC) all other assets classified by HNB GCFC or any HNB GCFC Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC RBPI Disclosure Schedule 4.16.2 4.15.1 sets forth a listing, as of June 30December 31, 20092016, by name and account, of: (Aa) all loans (including loan participations) Loans of HNB RBA or any other HNC RBPI Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB RBA or any other HNC RBPI Subsidiary which have been terminated by HNB RBA or any other HNC RBPI Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB RBA or any other HNC RBPI Subsidiary during the past twelve months of, or has asserted against HNB RBA or any other HNC RBPI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB RBA or any other HNC RBPI Subsidiary any oral notification of, or orally asserted to or against HNB RBA or any other HNC RBPI Subsidiary, any such claim; (D) . 4.15.2. RBPI Disclosure Schedule 4.15.2 sets forth a listing of all loansLoans, (1a) that are contractually past due 90 30 days or more in the payment of principal and/or interest, (2b) that are on non-accrual non‑accrual status, (3c) that as of the date of this Agreement are classified as “Watch,” “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Credit Risk Assets,” “Concerned Loans,” “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4d) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5e) that qualify as Troubled Debt Restructurings, (f) where a specific reserve allocation exists in connection therewith. 4.15.3. RBPI Disclosure Schedule 4.15.3 identifies each asset of RBPI or any of its Subsidiaries that as of September 30, 2016 was classified as OREO and (E) all the book value thereof as of the date of this Agreement as well as any assets classified by HNB as OREO since September 30, 2016 to the date hereof and any sales of OREO between September 30, 2016 and the date hereof, reflecting any gain or loss with respect to any HNB Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000OREO sold.

Loan Portfolio. 4.16.1. 4.16.1 The allowance for loan losses reflected in HNCthe notes to ALFC’s audited consolidated balance sheet statement of financial condition at December March 31, 2008 2005 was, and the allowance for loan losses shown on in the balance sheets notes to the unaudited consolidated financial statements in HNCALFC’s Securities Documents for periods ending after December March 31, 2008 was2005 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC 4.16.2 ALFC Disclosure Schedule 4.16.2 sets forth a listing, as of June 30, 2009the most recently available date, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Atlantic Liberty Savings, F.A. or any other HNC ALFC Subsidiary during the past twelve months of, or has asserted against HNB Atlantic Liberty Savings, F.A. or any other HNC ALFC Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of HNBAtlantic Liberty Savings, F.A., each borrower, customer or other party which has given HNB Atlantic Liberty Savings, F.A. or any other HNC ALFC Subsidiary any oral notification of, or orally asserted to or against HNB Atlantic Liberty Savings, F.A. or any other HNC ALFC Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectability of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (EC) all other assets classified by HNB Atlantic Liberty Savings, F.A. or any HNB other ALFC Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000100,000, provided that Disclosure Schedule 4.16.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $100,000 that have been excluded.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCNHBT’s audited consolidated balance sheet at December 31, 2008 2016 was, and the allowance for loan losses shown on the balance sheets in HNCNHBT’s Securities Documents Financial Statements for periods ending after December 31, 2008 was2016 will be, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC NHBT Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30March 31, 20092017, by name and account, of: (Aa) all loans (including loan participations) of HNB NHBT or any other HNC NHBT Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB NHBT or any other HNC NHBT Subsidiary which have been terminated by HNB NHBT or any other HNC NHBT Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB NHBT or any other HNC NHBT Subsidiary during the past twelve months of, or has asserted against HNB NHBT or any other HNC NHBT Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB NHBT or any other HNC NHBT Subsidiary any oral notification of, or orally asserted to or against HNB NHBT or any other HNC NHBT Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, and (Ee) all assets classified by HNB NHBT or any HNB NHBT Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. Disclosure Schedule 4.16.2 All loans receivable (including discounts) and accrued interest entered on the books of NHBT and the NHBT Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of NHBT’s or the appropriate NHBT Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To NHBT’s Knowledge, the loans, discounts and the accrued interest reflected on the books of NHBT and the NHBT Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with good and marketable title, free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. 4.16.1 The allowance allowances for loan losses reflected in HNCthe notes to Riverside’s audited consolidated balance sheet statements of financial condition at December 31, 2008 was2013, 2012 and 2011 were, and the allowance for loan losses shown on in the balance sheets in HNC’s Securities Documents unaudited consolidated financial statements for periods ending after December 31, 2008 was2013 were, or will be, adequate, as of the date dates thereof, under GAAPGAAP and regulatory accounting principles. 4.16.2. HNC 4.16.2 Riverside Confidential Disclosure Schedule 4.16.2 sets forth a listing, as of June 30the most recently available date (and in no event earlier than December 31, 20092013), by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary Riverside that have been accelerated during the past twelve (12) months; (B) with respect to all loan commitments commercial loans (including commercial real estate loans), all notification letters and other written communications from Riverside to any borrowers, customers or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary parties during the past twelve (12) months by reason of a default wherein Riverside has requested or adverse developments in the condition of the borrower demanded that actions be taken to correct existing defaults or other events facts or circumstances affecting the credit of the borrowerwhich may become defaults; (C) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary Riverside during the past twelve (12) months of, or has asserted against HNB or any other HNC SubsidiaryRiverside, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBRiverside, each borrower, customer or other party which has given HNB or any other HNC Subsidiary Riverside any oral notification of, or orally asserted to or against HNB or any other HNC SubsidiaryRiverside, any such claim; and (D) all loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement December 31, 2013 are classified as “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectibility of principal and/or interest, during whether or not interest is still accruing or the loans are less than ninety (90) days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (E) all other assets classified by HNB or any HNB Subsidiary Riverside 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. 4.16.3 All loans receivable (including discounts) and accrued interest entered on the books of Riverside arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Riverside’s businesses, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. Disclosure Schedule 4.16.2 The loans, discounts and the accrued interest reflected on the books of Riverside are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by Riverside free and clear of any individual loan with a principal outstanding balance liens. 4.16.4 The notes and other evidences of less than $50,000indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are valid, true and genuine, and what they purport to be.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNC’s EXX'x audited consolidated balance sheet at December 31, 2008 2015 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents EXX'x Financial Statements for periods ending after December 31, 2008 was2015 will be, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC EXX Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30December 31, 20092015, by name and account, of: (Aa) all loans (including loan participations) of HNB EXX or any other HNC EXX Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB EXX or any other HNC EXX Subsidiary which have been terminated by HNB EXX or any other HNC EXX Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB EXX or any other HNC EXX Subsidiary during the past twelve months of, or has asserted against HNB EXX or any other HNC EXX Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB EXX or any other HNC EXX Subsidiary any oral notification of, or orally asserted to or against HNB EXX or any other HNC EXX Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned”", “"Special Mention”", “"Substandard”", “"Doubtful”", “"Loss”", “"Classified”", “"Criticized”", “"Watch list” List" or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s 's ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, or (vii) EXX Delinquencies and (Ee) all assets classified by HNB EXX or any HNB EXX Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresOREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCMCBI’s audited consolidated balance sheet at December 31, 2008 2012 was, and the allowance for loan losses shown on the balance sheets in HNCMCBI’s Securities Documents Financial Statements for periods ending after December 31, 2008 2012 was, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC MCBI Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30February 28, 20092013, by name and account, of: (Aa) all loans (including loan participations) of HNB MCCB or any other HNC MCBI Subsidiary that have been accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB MCCB or any other HNC MCBI Subsidiary which have been terminated by HNB MCCB or any other HNC MCBI Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB MCCB or any other HNC MCBI Subsidiary during the past twelve months of, or has asserted against HNB MCCB or any other HNC MCBI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB MCCB or any other HNC MCBI Subsidiary any oral notification of, or orally asserted to or against HNB MCCB or any other HNC MCBI Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (v) that qualify as Troubled Debt Restructurings, or (5vi) where a specific reserve allocation exists in connection therewith, and (Ee) all assets classified by HNB MCCB or any HNB MCCB Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresOREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of MCBI and the MCBI Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of MCBI’s or the appropriate MCBI Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. Except for loan participations listed on MCBI Disclosure Schedule 4.16.2 4.15.3, the loans, discounts and the accrued interest reflected on the books of MCBI and the MCBI Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCthe notes to Seller’s audited consolidated balance sheet statement of financial condition at December March 31, 2008 2005 was, and the allowance for loan losses shown on in the balance sheets notes to the unaudited consolidated financial statements in HNC’s Securities Documents the Seller Reports for periods ending after December March 31, 2008 was2005 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC (b) The Disclosure Schedule 4.16.2 Letter sets forth a listing, as of June 30, 2009the most recently available date, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Seller Bank or any other HNC Seller Subsidiary during the past twelve months of, or has asserted against HNB Seller Bank or any other HNC Seller Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of HNB, Seller Bank each borrower, customer or other party which has given HNB Seller Bank or any other HNC Seller Subsidiary any oral notification of, or orally asserted to or against HNB Seller Bank or any other HNC Seller Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectability of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (EC) all other assets classified by HNB Seller Bank or any HNB other Seller Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCFirst Federal Bancorp’s audited consolidated balance sheet at December 31, 2008 2012 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents filings made by First Federal Bancorp of any First Federal Subsidiary with any Governmental Entity or Regulatory Authority for periods ending after December 31, 2008 was2012 was or will be, adequate, as of the date thereof, under GAAP. 4.16.2. HNC Disclosure Schedule 4.16.2 sets forth (b) First Federal Bancorp has Previously Disclosed a listinglist setting forth, as of June 30December 31, 20092013, by account, of: (A) all loans (including loan participations) of HNB First Federal Bancorp or any other HNC First Federal Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB First Federal Bancorp or any other HNC First Federal Subsidiary which have been terminated by HNB First Federal Bancorp or any other HNC First Federal Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB First Federal Bancorp or any other HNC First Federal Subsidiary during the past twelve months ofthree years preceding the date of this Agreement, or has asserted against HNB First Federal Bancorp or any other HNC First Federal Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBFirst Federal Bancorp, each borrower, customer or other party which has given HNB First Federal Bancorp or any other HNC First Federal Subsidiary any oral notification of, or orally asserted to or against HNB First Federal Bancorp or any other HNC First Federal Subsidiary, any such claim; (D) all loans, loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, substandard,” “Special Mention”, doubtful,” “Substandard”, loss,” “Doubtful”, classified,” “Loss”, criticized,” “Classified”, credit risk assets,” “Criticized”, concerned loans,” “Watch watch list” or “special mention” (or words of similar import) by First Federal Bancorp and any First Federal Subsidiary, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunderor any applicable Regulatory Authority, (4) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Accounting Standards Codification 310-40; and (E) all assets classified by HNB First Federal Bank or any HNB First Federal Subsidiary 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. Disclosure Schedule 4.16.2 may exclude The foregoing excludes any individual loan with a principal outstanding balance of less than $50,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of First Federal Bancorp and the First Federal Subsidiaries arose out of bona fide arm’s-length transactions and were made for good and valuable consideration in the ordinary course of First Federal Bancorp’s or the appropriate First Federal Subsidiary’s respective business. To the Knowledge of First Federal Bancorp, the loans, discounts and the accrued interest reflected on the books of First Federal Bancorp and the First Federal Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by First Federal Bancorp or the appropriate First Federal Subsidiary free and clear of any liens. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at (a) Gateway has Previously Disclosed a list setting forth, as of December 31, 2008 was, and the allowance for loan losses shown on the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequate, as of the date thereof, under GAAP. 4.16.2. HNC Disclosure Schedule 4.16.2 sets forth a listing, as of June 30, 20092012, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary Gateway that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary Gateway which have been terminated by HNB or any other HNC Subsidiary Gateway during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party Party which has notified HNB a Gateway Party or any other HNC a Gateway Subsidiary during three years preceding the past twelve months ofdate of this Agreement, or has asserted against HNB a Gateway Party or any other HNC a Gateway Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBany Gateway Party, each borrower, customer or other party Party which has given HNB a Gateway Party or any other HNC Gateway Subsidiary any oral notification of, or orally asserted to or against HNB a Gateway Party or any other HNC Gateway Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, substandard,” “Special Mention”, doubtful,” “Substandard”, loss,” “Doubtful”, classified,” “Loss”, criticized,” “Classified”, credit risk assets,” “Criticized”, concerned loans,” “Watch watch list” or “special mention” (or words of similar import) by GCF Bank, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunderor any applicable Regulatory Authority, (4) as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewiththerewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (E) all assets classified by HNB or any HNB Subsidiary 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. Disclosure Schedule 4.16.2 The foregoing list may exclude any individual loan with a principal outstanding balance of less than $50,000. (b) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. (c) The allowance for possible losses reflected in the audited statement of condition of GCF Bank at December 31, 2012 was, and the allowance for possible losses shown on the balance sheets of GCF Bank for periods ending after December 31, 2012, as reflected in the Regulatory Reports have been and will be adequate, as of the dates thereof, under GAAP.

Loan Portfolio. 4.16.1. The allowance for loan losses reflected in HNC’s audited consolidated balance sheet at (a) As of December 31, 2008 was2013, and none of Silicon or its Subsidiaries is a party to a Loan, including any Loan guaranty, with any director, executive officer or 5% Silicon Holder or any Affiliate of any of the allowance for loan losses shown on foregoing other than as disclosed in Section 3.24(a) of the balance sheets in HNC’s Securities Documents for periods ending after December 31, 2008 was, adequateSilicon Disclosure Schedule. All Loans that have been made by Silicon or its Subsidiaries that are subject to Section 22(h) of the Federal Reserve Act, as amended, or to Regulation O of the date thereof, under GAAPFederal Reserve Board (12 C.F.R. Part 215) comply therewith. 4.16.2. HNC (b) Section 3.24(b) of the Silicon Disclosure Schedule 4.16.2 sets forth a listing, as of June September 30, 20092014, by account, account of: (A) all loans Silicon Loans (including loan participations) with an unpaid principal balance of HNB $8,000,000 or any other HNC Subsidiary more that have been accelerated by Silicon or its Subsidiaries during the past twelve (12) months; (B) all loan Loan commitments or lines of credit of HNB Silicon and its Subsidiaries in an amount of $8,000,000 or any other HNC Subsidiary which more that have been terminated by HNB Silicon or any other HNC Subsidiary its Subsidiaries during the past twelve (12) months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Silicon or any other HNC Subsidiary its Subsidiaries during the past twelve months of, or has asserted against HNB Silicon or any other HNC Subsidiaryits Subsidiaries, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBSilicon, each borrower, customer or other party which has given HNB Silicon or any other HNC Subsidiary its Subsidiaries any oral notification of, or orally asserted to or against HNB Silicon or any other HNC Subsidiaryof its Subsidiaries, any such claim; (D) all loansSilicon Loans, (1) that are contractually past due 90 ninety (90) days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, ,” “Special Mention”, ,” “Substandard”, ,” “Doubtful”, ,” “Loss”, ,” “Classified”, ,” “Criticized”, ,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, thereunder or (4) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5) where a specific reserve allocation exists in connection therewith, ; and (E) all assets classified by HNB Silicon or any HNB Subsidiary 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) Section 3.24(c) of the Silicon Disclosure Schedule 4.16.2 may exclude any individual loan sets forth a listing, as of the dates set forth therein, by account of each Silicon Loan where the interest rate terms has been reduced and/or the maturity date has been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with a principal outstanding balance such initial terms. (d) Silicon has previously Made Available to Boron, certain files on which information regarding the Silicon Loans is recorded (the “Tapes”). The information contained in the Tapes is true and accurate in all material respects as of less than $50,000the date specified therein.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCCBH’s audited consolidated balance sheet at December 31, 2008 2013 was, and the allowance for loan losses shown on the balance sheets in HNCCBH’s Securities Documents Financial Statements for periods ending after December 31, 2008 2013 was, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC CBH Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30December 31, 20092013, by name and account, of: (Aa) all loans (including loan participations) of HNB CB or any other HNC CBH Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB CB or any other HNC CBH Subsidiary which have been terminated by HNB CB or any other HNC CBH Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB CB or any other HNC CBH Subsidiary during the past twelve months of, or has asserted against HNB CB or any other HNC CBH Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB CB or any other HNC CBH Subsidiary any oral notification of, or orally asserted to or against HNB CB or any other HNC CBH Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, or (vii) CBH Delinquencies and (Ee) all assets classified by HNB CB or any HNB CB Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresOREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. Disclosure Schedule 4.16.2 All loans receivable (including discounts) and accrued interest entered on the books of CBH and the CBH Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CBH’s or the appropriate CBH Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To CBH’s Knowledge, the loans, discounts and the accrued interest reflected on the books of CBH and the CBH Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with good and marketable title, free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNC’s the notes to Seller's audited consolidated balance sheet statement of financial condition at December March 31, 2008 2005 was, and the allowance for loan losses shown on in the balance sheets notes to the unaudited consolidated financial statements in HNC’s Securities Documents the Seller Reports for periods ending after December March 31, 2008 was2005 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC (b) The Disclosure Schedule 4.16.2 Letter sets forth a listing, as of June 30, 2009the most recently available date, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Seller Bank or any other HNC Seller Subsidiary during the past twelve months of, or has asserted against HNB Seller Bank or any other HNC Seller Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge knowledge of HNB, Seller Bank each borrower, customer or other party which has given HNB Seller Bank or any other HNC Seller Subsidiary any oral notification of, or orally asserted to or against HNB Seller Bank or any other HNC Seller Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “"Other Loans Specially Mentioned”", “"Special Mention”", “"Substandard”", “"Doubtful”", “"Loss”", “"Classified”", “"Criticized”", “"Watch list” " or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectability of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s 's ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (EC) all other assets classified by HNB Seller Bank or any HNB other Seller Subsidiary 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. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCthe Seller Bank’s audited consolidated balance sheet unaudited statement of financial condition at December March 31, 2008 2007 was, and the allowance for loan losses shown on in the balance sheets notes to the unaudited consolidated financial statements in HNC’s Securities Documents the Seller Reports for periods ending after December 31, 2008 was2005 were, or will be, adequate, as of the date dates thereof, under GAAP. 4.16.2. HNC (b) The Disclosure Schedule 4.16.2 Letter sets forth a listing, as of June 30, 2009the most recently available date, by account, of: (A) all loans (including loan participations) of HNB or any other HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB or any other HNC Subsidiary which have been terminated by HNB or any other HNC Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB or any other HNC Subsidiary Seller Bank during the past twelve months of, or has asserted against HNB or any other HNC SubsidiarySeller Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of HNB, Seller Bank each borrower, customer or other party which has given HNB or any other HNC Subsidiary Seller Bank any oral notification of, or orally asserted to or against HNB or any other HNC SubsidiarySeller Bank, any such claim; and (DB) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4) wherewhere a reasonable doubt exists as to the timely future collectability of principal and/or interest, during whether or not interest is still accruing or the loans are less than 90 days past three yearsdue, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, ; and (EC) all other assets classified by HNB or any HNB Subsidiary Seller Bank as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $50,000.

Loan Portfolio. 4.16.14.15.1. The allowance for loan losses reflected in HNCthe Company’s audited consolidated balance sheet at December 31, 2008 2016 and June 30, 2017, respectively, was, and the allowance for loan losses shown on the balance sheets in HNCthe Company’s Securities Documents Financial Statements for periods ending after December 31June 30, 2008 was2017 will be, adequate, as of the date dates thereof, under GAAP. 4.16.24.15.2. HNC Company Disclosure Schedule 4.16.2 4.15.2 sets forth a listing, as of June 30, 20092017, by name and account, of: (Aa) all loans (including loan participations) of HNB the Company or any other HNC Company Subsidiary that have been had their respective terms to maturity accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of HNB the Company or any other HNC Company Subsidiary which have been terminated by HNB the Company or any other HNC Company Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (Cc) each borrower, customer or other party which has notified HNB the Company or any other HNC Company Subsidiary during the past twelve months of, or has asserted against HNB the Company or any other HNC Company Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNB, and each borrower, customer or other party which has given HNB the Company or any other HNC Company Subsidiary any oral notification of, or orally asserted to or against HNB the Company or any other HNC Company Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (4iv) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (5v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith, and (Ee) all assets classified by HNB the Company or any HNB Company Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosuresREO, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. 4.15.3. Disclosure Schedule 4.16.2 All loans receivable (including discounts) and accrued interest entered on the books of Company and the Company Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of the Company’s or the appropriate Company Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto, are valid, true and genuine and are what they purport to be. To the Company’s Knowledge, the loans, discounts and the accrued interest reflected on the books of the Company and the Company Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may exclude be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with good and marketable title, free and clear of any individual and all encumbrances, liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with a principal outstanding balance the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of less than $50,000creditors’ rights, which have been perfected.

Loan Portfolio. 4.16.1. (a) The allowance for loan losses reflected in HNCTarget’s audited consolidated balance sheet at December 31, 2008 2011 was, and the allowance for loan losses shown on the unaudited balance sheets in HNC’s Securities Documents sheet for quarterly periods ending after December 31, 2008 was2011 was or will be, adequateadequate in all material respects, as of the date thereof, under GAAP. 4.16.2. HNC (b) Except for any individual loans with principal outstanding balance of less than $25,000 Target Disclosure Schedule 4.16.2 3.15(b) sets forth a listing, as of June 30March 31, 20092012, by account, of: (A) all loans (including loan participations) of HNB Target Bank or any other HNC Target Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of HNB Target Bank or any other HNC Target Subsidiary which have been terminated by HNB Target Bank or any other HNC Target Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified HNB Target Bank or any other HNC Target Subsidiary during three years preceding the past twelve months ofdate of this Agreement, or has asserted against HNB Target Bank or any other HNC Target Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of HNBTarget, each borrower, customer or other party which has given HNB Target Bank or any other HNC Target Subsidiary any oral notification of, or orally asserted to or against HNB Target Bank or any other HNC Target Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, substandard,” “Special Mention”, doubtful,” “Substandard”, loss,” “Doubtful”, classified,” “Loss”, criticized,” “Classified”, “Criticized”, “Watch watch list” or “special mention” (or words of similar import) by Target and any Target Subsidiary, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunderor any applicable Regulatory Authority, (4) to the Knowledge of Target, as to which a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (56) where a specific reserve allocation exists in connection therewith, therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15; and (E) all assets classified by HNB Target Bank or any HNB Target Subsidiary 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. Disclosure Schedule 4.16.2 may exclude . (c) Except for any individual loan loans with a principal outstanding balance of less than $50,00025,000, all loans receivable (including discounts) and accrued interest entered on the books of Target and the Target Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Target’s or the appropriate Target Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. Except for any individual loans with a principal outstanding balance of less than $25,000, Target has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of Target and the Target Subsidiaries are subject to any defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. Except for any individual loans with a principal outstanding balance of less than $25,000 all such loans are owned by Target or the appropriate Target Subsidiary free and clear of any liens. (d) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.