Common use of Loans; Nonperforming and Classified Assets Clause in Contracts

Loans; Nonperforming and Classified Assets. (i) Each Loan on the books and records of the Company and its Subsidiaries, was made and has been serviced in all material respects in accordance with customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's rights or by general equity principles. (ii) The Company has Previously Disclosed as to the Company and each Company Subsidiary as of the latest practicable date: (i) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is 60 or more days delinquent in payment of principal or interest, or to the Company's knowledge, in default of any other material provision thereof; (ii) each Loan which has been classified as "substandard," "doubtful," "loss" or "special mention" (or words of similar import) by the Company, a Company Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC or the Connecticut Bank Commissioner would agree with the loan classifications established by the Company); (iii) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (iv) each Loan with any director, executive officer or five percent or greater shareholder of the Company or a Company Subsidiary, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing.

Loans; Nonperforming and Classified Assets. (i) Each Loan on the books and records of the Company First Mutual and its Subsidiaries, Subsidiaries was made and has been serviced in all material respects in accordance with customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of the CompanyFirst Mutual, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's ’s rights or by general equity principles. (ii) The Company First Mutual has Previously Disclosed as to the Company First Mutual and each Company First Mutual Subsidiary as of the latest practicable date: (iA) any written or, to the Company's First Mutual’s knowledge, oral Loan under the terms of which the obligor is 60 or more days delinquent in payment of principal or interest, or to the Company's First Mutual’s knowledge, in default of any other material provision thereof; (iiB) each Loan which has been classified as "“substandard," "” “doubtful," "” “loss" ” or "“special mention" ” (or words of similar import) by the CompanyFirst Mutual, a Company First Mutual Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC Department or the Connecticut Bank Commissioner FDIC would agree with the loan classifications established by the CompanyFirst Mutual); (iiiC) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (ivD) each Loan with any director, executive officer or five percent or greater shareholder of the Company First Mutual or a Company First Mutual Subsidiary, or to the best knowledge of the CompanyFirst Mutual, any Person controlling, controlled by or under common control with with, any of the foregoing.

Loans; Nonperforming and Classified Assets. (ia) Each Loan on the books and records of the Company Parent and its Subsidiaries, was made and has been serviced in all material respects in accordance with customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of the CompanyParent, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's rights or by general equity principles. (iib) The Company Parent has Previously Disclosed as to the Company Parent and each Company Parent Subsidiary as of the latest practicable date: (i) any written or, to the CompanyParent's knowledge, oral Loan under the terms of which the obligor is 60 or more days delinquent in payment of principal or interest, or to the CompanyParent's knowledge, in default of any other material provision thereof; (ii) each Loan which has been classified as "substandard," "doubtful," "loss" or "special mention" (or words of similar import) by the CompanyParent, a Company Parent Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC or the Connecticut Massachusetts Bank Commissioner would agree with the loan classifications established by the CompanyParent); (iii) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (iv) each Loan with any director, executive officer or five percent or greater shareholder of the Company Parent or a Company Parent Subsidiary, or to the best knowledge of the CompanyParent, any Person controlling, controlled by or under common control with any of the foregoing.

Loans; Nonperforming and Classified Assets. (i) Each Loan on the books and records of the Company and its Subsidiaries, was made and has been serviced in all material respects in accordance with customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's rights or by general equity principles. (ii) The Company has Previously Disclosed as to the Company and each Company Subsidiary as of the latest practicable date: (iA) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is 60 or more days delinquent in payment of principal or interest, or to the Company's knowledge, in default of any other material provision thereof; (iiB) each Loan which has been classified as "substandard," "doubtful," "loss" or "special mention" (or words of similar import) by the Company, a Company Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC or the Connecticut Massachusetts Bank Commissioner would agree with the loan classifications established by the Company); (iiiC) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (ivD) each Loan with any director, executive officer or five percent or greater shareholder of the Company or a Company Subsidiary, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing.

Loans; Nonperforming and Classified Assets. (i) Each Loan on the books and records of the Company and its Subsidiaries, a Seller Party was made and has been serviced in all material respects in accordance with its customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge Knowledge of the CompanySeller Parties, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's ’s rights or by general equity principles. (ii) The Company has Seller Parties have Previously Disclosed as to the Company and each Company Subsidiary as of the latest practicable datedate prior to the date of this Agreement: (iA) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is 60 30 or more days delinquent in payment of principal or interest, or to the Company's knowledgeKnowledge of any Seller Party, in default of any other material provision thereof; (iiB) each Loan which has 3266.019/439907.1 been classified as “substandard,” “doubtful,” or “loss” (or words of similar import) by SL Bank, or an applicable regulatory authority (“Classified Assets”); (C) each Loan which has been classified as "substandard," "doubtful," "loss" or "“special mention" ” (or words of similar import) import by the CompanySL Bank, a Company Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC or the Connecticut Bank Commissioner would agree with the loan classifications established by the Companyauthority); (iiiD) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (ivE) each Loan with any director, director or executive officer of SL Bank or five percent SL Bancorp or greater shareholder an Affiliate of the Company SL Bank or a Company Subsidiary, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoingSL Bancorp.

Loans; Nonperforming and Classified Assets. (i) Each Except as Previously Disclosed, each Loan on the books and records of the Company and its Subsidiaries, BANK was made and has been serviced in all material respects in accordance with its customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of the CompanyBANK, constitutes the legal, valid and binding obligation of the obligor named therein, except as enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's ’s rights or by general equity principles. (ii) The Company BANK has Previously Disclosed as to the Company and each Company Subsidiary as of the latest practicable datedate prior to the date of this Agreement: (iA) any written or, to the Company's knowledge, oral Loan under the terms of which the obligor is 60 90 or more days delinquent in payment of principal or interest, or to the Company's knowledgeknowledge of BANK, in default of any other material provision thereof; (iiB) each Loan which has been classified as "“substandard," "” “doubtful," "” “loss" ” or "“special mention" ” (or words of similar import) by the CompanyBANK, a Company Subsidiary or an applicable regulatory authority (it being understood that no representation is being made that the FDIC or the Connecticut Bank Commissioner would agree with the loan classifications established by the Company)authority; (iiiC) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (ivD) each Loan with any director, director or executive officer of BANK or five percent an Affiliate of BANK. (iii) BANK has Previously Disclosed a list and description of all loan participations entered into between BANK and any third party which are reflected on the books and records of BANK. A true and complete copy of each document relating to each loan participation has been made available to PLAZA, with the exception of loan files for loans guaranteed by the SBA or greater shareholder another Governmental Authority and sold in the ordinary course of the Company or a Company Subsidiary, or to the best knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoingbusiness.