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

Loans; Nonperforming and Classified Assets. (i) Except as Previously Disclosed, each Loan on the books and records of BAY 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 BAY, constitutes the legal, valid and binding obligation of the obligor named therein, 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) BAY has Previously Disclosed as of the latest practicable date prior to the date of this Agreement: (A) any Loan under the terms of which the obligor is [60] or more days delinquent in payment of principal or interest, or to the knowledge of BAY, in default of any other material provision thereof; (B) each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by BAY, or an applicable regulatory authority; (C) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director or executive officer of BAY or an Affiliate of BAY. (iii) BAY has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been made available to FULB and UBB, with the exception of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of business.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit, credit card accounts, and loan commitments, on the Company’s books and records (collectively, “Loans”) (i) Except as Previously Disclosedis evidenced by notes, each Loan on the books agreements, other evidences of indebtedness, security instruments (if applicable) that are true, genuine, enforceable and records of BAY was made what they purport to be, and has been serviced in all material respects documentation appropriate and sufficient to enforce such loan in accordance with its customary lending standards in the ordinary course terms, complete and correct sets of business, is evidenced in originals of all material respects by appropriate and sufficient documentation andsuch documents which (or, to the knowledge of BAYextent an original is not necessary for the enforcement thereof, constitutes true, correct and complete copies thereof) are included in such books and records; (ii) represents the legal, valid and binding obligation of the obligor named thereinrelated borrower, subject to enforceable in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar moratorium or other laws of general applicability relating to or affecting creditor’s creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or by general equity principlesremedies; and (iii) complies with applicable law, including the Finance Laws and any other applicable laws and regulations. With respect to each Loan, to the extent applicable, the Loan file contains (i) all original notes, agreements, other evidences of indebtedness, security instruments and financing statements. Each Loan file contains true, complete and correct copies of all Loan documents evidencing, securing, governing or otherwise related to the Loan. (b) Other than Loans that have been pledged to the Federal Home Loan Bank in the ordinary course of business, no Loan has been assigned or pledged, and the Company has good and marketable title thereto, without any basis for forfeiture thereof. The Company is the sole owner and holder of the Loans free and clear of any and all Liens other than a Lien of the Company. (c) Each Loan, to the extent secured by a Lien of the Company, is secured by a valid, perfected and enforceable Lien of the Company in the collateral for such Loan. (d) Each Loan was underwritten and originated by the Company (i) in the ordinary course of business and consistent with the Company’s policies and procedures for loan origination and servicing in place at the time such Loan was made, (ii) BAY in a prudent manner, and (iii) in accordance with applicable law, including without limitation, laws related to usury, truth-in-lending, real estate settlement procedures, consumer credit protection, predatory lending, abusive lending, fair credit reporting, unfair collection practice, origination, collection and servicing. (e) Each Loan has Previously Disclosed been marketed, solicited, brokered, originated, made, maintained, serviced and administered in accordance with (i) applicable law, including the Equal Credit Opportunity Act, Regulation B of the Consumer Financial Protection Bureau and the Fair Housing Act; (ii) the Company’s applicable loan origination and servicing policies and procedures; and (iii) the Loan documents governing each Loan. (f) No Loan is subject to any right of rescission, set-off, claim, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the note or the mortgage (if applicable), or the exercise of any right thereunder, render either the note or the mortgage (if applicable) unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury. (g) Each Loan that is covered by an insurance policy or guarantee was (i) originated or underwritten in accordance with the applicable policies, procedures and requirements of the insurer or guarantor of such Loan at the time of origination or underwriting and (ii) continues to comply with the applicable policies, procedures and requirements of the insurer or guarantor, such that the insurance policy or guarantee covering the Loan is in full force and effect. (h) Schedule 3.24 of the Company Disclosure Schedule discloses as of the latest practicable date prior to the date of this AgreementAugust 31, 2017: (Ai) any Loan under the terms of which the obligor is [60] 60 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of BAYthe Company, in violation, breach or default of any other material provision thereof, including a description of such breach or default; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by BAY, the Company or an applicable regulatory authoritya Governmental Authority (the “Classified Loans”); (Ciii) a listing of the OREO real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director or director, executive officer or five percent (5%) or greater stockholder of BAY the Company, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. Except as permitted by applicable law, all Loans for which any borrower or obligor is an “insider” of the company or an Affiliate of BAYthe Company as defined for purposes of 12 U.S.C. §§375a or 375b or as implemented by the FRB’s Regulation O, have been made by the Company in an arms-length manner on substantially the same terms, including interest rates and collateral, as, and following underwriting procedures that are no less stringent than, those prevailing at the time for comparable transactions with other Persons that are not insiders and not employed by the Company, and do not involve more than normal risk of collectability or present other unfavorable features. (iiii) BAY The allowance for Loan losses reflected in the Company Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (j) The Company has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been previously made available to FULB Buyer and UBBBuyer Bank complete and correct copies of its lending and servicing and policies and procedures. (k) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any Loan has taken place on the part of the Company or, to the Knowledge of the Company, any other person, including, without limitation, any borrower, any broker, any correspondent or any settlement service provider. (l) The Company is not in breach, and has not breached, any provision contained in any agreement pursuant to which the Company has brokered, originated, made, sold, participated or performed any activity in connection with any Loan. (m) There is no action, suit, proceeding, investigation, or litigation pending, or to the best of the Company’s Knowledge, threatened, with respect to any Loan. (n) There are no defaults as to the exception Company’s compliance with the terms of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of businessany Loan.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit, credit card accounts, and loan commitments, on the Company’s or its applicable Subsidiary’s books and records (collectively, “Loans”) (i) Except as Previously Disclosedis evidenced by notes, each Loan on the books agreements, other evidences of indebtedness, security instruments (if applicable) that are true, genuine, enforceable and records of BAY was made what they purport to be, and has been serviced in all material respects documentation appropriate and sufficient to enforce such loan in accordance with its customary lending standards in the ordinary course terms, complete and correct sets of business, is evidenced in originals of all material respects by appropriate and sufficient documentation andsuch documents which (or, to the knowledge of BAYextent an original is not necessary for the enforcement thereof, constitutes true, correct and complete copies thereof) are included in such books and records; (ii) represents the legal, valid and binding obligation of the obligor named thereinrelated borrower, subject to enforceable in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar moratorium or other laws of general applicability relating to or affecting creditor’s creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or by general equity principlesremedies; and (iii) complies with applicable law, including the Finance Laws and any other applicable lending laws and regulations. With respect to each Loan, to the extent applicable, the Loan file contains (i) all original notes, agreements, other evidences of indebtedness, security instruments and financing statements. Each Loan file contains true, complete and correct copies of all Loan documents evidencing, securing, governing or otherwise related to the Loan and such documents and instruments are in due and proper form. (b) Other than Loans that have been pledged to the Federal Home Loan Bank in the ordinary course of business, no Loan has been assigned or pledged, and the Company or its applicable Subsidiary has good and marketable title thereto, without any basis for forfeiture thereof. The Company or its applicable Subsidiary is the sole owner and holder of the Loans free and clear of any and all Liens other than a Lien of the Company or its applicable Subsidiary. (c) Each Loan, to the extent secured by a Lien of the Company or its applicable Subsidiary, is secured by a valid, perfected and enforceable Lien of the Company or its applicable Subsidiary in the collateral for such Loan. (d) Each Loan was underwritten and originated by the Company or its applicable Subsidiary (i) in the ordinary course of business and consistent with the Company’s or its applicable Subsidiary’s policies and procedures for loan origination and servicing in place at the time such Loan was made, (ii) BAY in a prudent manner, and (iii) in accordance with applicable law, including without limitation, laws related to usury, truth-in-lending, real estate settlement procedures, consumer credit protection, predatory lending, abusive lending, fair credit reporting, unfair collection practice, origination, collection and servicing. (e) Each Loan has Previously Disclosed been marketed, solicited, brokered, originated, made, maintained, serviced and administered in accordance with (i) applicable law, including the Equal Credit Opportunity Act, Regulation B of the Consumer Financial Protection Bureau and the Fair Housing Act; (ii) the Company’s or its applicable Subsidiary’s applicable loan origination and servicing policies and procedures; and (iii) the Loan documents governing each Loan. (f) No Loan is subject to any right of rescission, set-off, claim, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the note or the mortgage (if applicable), or the exercise of any right thereunder, render either the note or the mortgage (if applicable) unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury. (g) Each Loan that is covered by an insurance policy or guarantee was (i) originated or underwritten in accordance with the applicable policies, procedures and requirements of the insurer or guarantor of such Loan at the time of origination or underwriting and (ii) continues to comply with the applicable policies, procedures and requirements of the insurer or guarantor, such that the insurance policy or guarantee covering the Loan is in full force and effect. (h) Schedule 3.24 of the Company Disclosure Schedule discloses as of the latest practicable date prior to the date of this AgreementFebruary 28, 2014: (Ai) any Loan under the terms of which the obligor is [sixty (60] ) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of BAYthe Company, in violation, breach or default of any other material provision thereof, including a description of such breach or default; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by BAYthe Company, its Subsidiaries or an applicable regulatory authoritya Governmental Authority (the “Classified Loans”); (Ciii) a listing of the OREO real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director or director, executive officer or five percent (5%) or greater stockholder of BAY the Company, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB, as made applicable to a savings association by Section 11(b)(1) of the Home Owners’ Loan Act, as amended, have been made by the Company or any of its Subsidiaries in an Affiliate arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of BAYcollectability or present other unfavorable features. (iiii) BAY The allowance for Loan losses reflected in the Company Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (j) The Company has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been previously made available to FULB Buyer and UBBMerger LLC complete and correct copies of its and its applicable Subsidiary’s lending and servicing and policies and procedures. (k) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any Loan has taken place on the part of the Company, any Subsidiary or any other person, including, without limitation, any borrower, any broker, any correspondent or any settlement service provider. (l) The Company or any Subsidiary is not in breach, and has not breached, any provision contained in any agreement pursuant to which the Company has brokered, originated, made, sold, participated or performed any activity in connection with any Loan. (m) There is no action, suit, proceeding, investigation, or litigation pending, or to the best of the Company’s Knowledge, threatened, with respect to any Loan. (n) There are no defaults as to the exception Company’s or any Subsidiary’s compliance with the terms of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of businessany Loan.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit, credit card accounts, and loan commitments, on the Company’s or its applicable Subsidiary’s books and records (collectively, “Loans”) (i) Except as Previously Disclosedis evidenced by notes, each Loan on the books agreements, other evidences of indebtedness, security instruments (if applicable) that are true, genuine, enforceable and records of BAY was made what they purport to be, and has been serviced in all material respects documentation appropriate and sufficient to enforce such loan in accordance with its customary lending standards in the ordinary course terms, complete and correct sets of business, is evidenced in originals of all material respects by appropriate and sufficient documentation andsuch documents which (or, to the knowledge of BAYextent an original is not necessary for the enforcement thereof, constitutes true, correct and complete copies thereof) are included in such books and records; (ii) represents the legal, valid and binding obligation of the obligor named thereinrelated borrower, subject to enforceable in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar moratorium or other laws of general applicability relating to or affecting creditor’s creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or by general equity principlesremedies; and (iii) complies with applicable law, including the Finance Laws and any other applicable lending laws and regulations. With respect to each Loan, to the extent applicable, the Loan file contains all original notes, agreements, other evidences of indebtedness, security instruments and financing statements. Each Loan file contains true, complete and correct copies of all Loan documents evidencing, securing, governing or otherwise related to the Loan and such documents and instruments are in due and proper form. (b) Other than Loans that have been pledged to the Federal Home Loan Bank in the ordinary course of business, no Loan has been assigned or pledged, and the Company or its applicable Subsidiary has good and marketable title thereto, without any basis for forfeiture thereof. The Company or its applicable Subsidiary is the sole owner and holder of the Loans free and clear of any and all Liens other than a Lien of the Company or its applicable Subsidiary. (c) Each Loan, to the extent secured by a Lien of the Company or its applicable Subsidiary, is secured by a valid, perfected and enforceable Lien of the Company or its applicable Subsidiary in the collateral for such Loan. (d) Each Loan was underwritten and originated by the Company or its applicable Subsidiary (i) in the ordinary course of business and consistent with the Company’s or its applicable Subsidiary’s policies and procedures for loan origination and servicing in place at the time such Loan was made, (ii) BAY in a prudent manner, and (iii) in accordance with applicable law, including without limitation, laws related to usury, truth-in-lending, real estate settlement procedures, consumer credit protection, predatory lending, abusive lending, fair credit reporting, unfair collection practice, origination, collection and servicing. (e) Each Loan has Previously Disclosed been marketed, solicited, brokered, originated, made, maintained, serviced and administered in accordance with (i) applicable law, including the Equal Credit Opportunity Act, Regulation B of the Consumer Financial Protection Bureau and the Fair Housing Act; (ii) the Company’s or its applicable Subsidiary’s applicable loan origination and servicing policies and procedures; and (iii) the Loan documents governing each Loan. (f) No Loan is subject to any right of rescission, set-off, claim, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the note or the mortgage (if applicable), or the exercise of any right thereunder, render either the note or the mortgage (if applicable) unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury. (g) Each Loan that is covered by an insurance policy or guarantee was (i) originated or underwritten in accordance with the applicable policies, procedures and requirements of the insurer or guarantor of such Loan at the time of origination or underwriting and (ii) continues to comply with the applicable policies, procedures and requirements of the insurer or guarantor, such that the insurance policy or guarantee covering the Loan is in full force and effect. (h) Schedule 3.24(h) of the Company Disclosure Schedule discloses as of the latest practicable date prior to the date of this AgreementApril 30, 2018: (Ai) any Loan under the terms of which the obligor is [sixty (60] ) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of BAYthe Company, in violation, breach or default of any other material provision thereof, including a description of such breach or default; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by BAYthe Company, its Subsidiaries or an applicable regulatory authoritya Governmental Authority (the “Classified Loans”); (Ciii) a listing of the OREO real estate owned, acquired by foreclosure or by deed-in-lieu deed‑in‑lieu thereof, including the book value thereof; and (Div) each Loan with any director or director, executive officer or five percent (5%) or greater stockholder of BAY the Company, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an Affiliate arms‑length manner, on substantially the same terms as, including interest rates and collateral, and following underwriting procedures that are no less stringent than, those prevailing at the time for comparable transactions with other Persons that are not insiders and not employed by the Company and do not involve more than normal risk of BAYcollectability or present other unfavorable features. (iiii) BAY The allowance for Loan losses reflected in the Company Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (j) The Company has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been previously made available to FULB Buyer complete and UBBcorrect copies of its and its applicable Subsidiary’s lending and servicing and policies and procedures. (k) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any Loan has taken place on the part of the Company, any Subsidiary or, to the Company’s Knowledge, any other person, including, without limitation, any borrower, any broker, any correspondent or any settlement service provider. (l) The Company or any Subsidiary is not in breach, and has not breached, any provision contained in any agreement pursuant to which the Company has brokered, originated, made, sold, participated or performed any activity in connection with any Loan. (m) There is no action, suit, proceeding, investigation, or litigation pending, or to the best of the Company’s Knowledge, threatened, with respect to any Loan. (n) There are no defaults as to the exception Company’s or any Subsidiary’s compliance with the terms of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of businessany Loan.

Loans; Nonperforming and Classified Assets. Except as set forth on Schedule 3.23 of the Company Disclosure Schedule: (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit, credit card accounts, and loan commitments, on the Company’s or its applicable Subsidiary’s books and records (collectively, “Loans”) (i) Except as Previously Disclosedis evidenced by notes, each Loan on the books agreements, other evidences of indebtedness, security instruments (if applicable) that are true, genuine, enforceable and records of BAY was made what they purport to be, and has been serviced in all material respects documentation appropriate and sufficient to enforce such loan in accordance with its customary lending standards terms, complete and correct sets of originals of all such documents which are included in the ordinary course of business, is evidenced in all material respects by appropriate such books and sufficient documentation and, to the knowledge of BAY, constitutes records; (ii) represents the legal, valid and binding obligation of the obligor named thereinrelated borrower, subject to enforceable in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar moratorium or other laws of general applicability relating to or affecting creditor’s creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or by general equity principlesremedies; and (iii) complies with applicable law, including the Finance Laws and any other applicable lending laws and regulations. With respect to each Loan, to the extent applicable, the Loan file contains (i) all original notes and originals or copies of other agreements, evidences of indebtedness, security instruments and financing statements. Each Loan file contains true, complete and correct copies of all Loan documents evidencing, securing, governing or otherwise related to the Loan and such documents and instruments are in due and proper form. (b) Other than Loans that have been pledged to the Federal Home Loan Bank in the ordinary course of business, no Loan has been assigned or pledged, and the Company or its applicable Subsidiary has good and marketable title thereto, without any basis for forfeiture thereof. The Company or its applicable Subsidiary is the sole owner and holder of the Loans free and clear of any and all Liens other than a Lien of the Company or its applicable Subsidiary. (c) Each Loan, to the extent secured by a Lien of the Company or its applicable Subsidiary, is secured by a valid, perfected and enforceable Lien of the Company or its applicable Subsidiary in the collateral for such Loan, having the Lien position stated in the security instrument (if applicable). (d) Each Loan or Transferred Loan, as applicable, was underwritten and originated by the Company or its applicable Subsidiary (i) in the ordinary course of business and consistent with the Company’s or its applicable Subsidiary’s policies and procedures for loan origination and servicing in place at the time such Loan was made, (ii) BAY in a prudent manner, (iii) in accordance with the Finance Laws and all other applicable laws, including without limitation, laws related to usury, truth-in-lending, real estate settlement procedures, consumer credit protection, predatory lending, abusive lending, fair credit reporting, unfair collection practice, origination, collection and servicing, (iv) in accordance with Investor Requirements, and (v) in accordance with Insurer Requirements. (e) Each Loan or Transferred Loan was and has Previously Disclosed been, as applicable, marketed, solicited, brokered, originated, made, maintained, serviced and administered in accordance with (i) the Finance Laws, including the Equal Credit Opportunity Act, Regulation B of the Consumer Financial Protection Bureau and the Fair Housing Act; (ii) the Company’s or its applicable Subsidiary’s applicable loan origination and servicing policies and procedures; (iii) the loan documents governing each Loan or Transferred Loan, (iv) Investor Requirements, and (v) Insurer Requirements. (f) No Loan is subject to any right of rescission (except for loans within the statutory right of rescission period that have not been extended or tolled), set-off, claim, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the note or the mortgage (if applicable), or the exercise of any right thereunder, render either the note or the mortgage (if applicable) unenforceable, in whole or in part, or subject to any right of rescission (except for loans within the statutory right of rescission period), set-off, counterclaim or defense, including the defense of usury. (g) Each Loan or Transferred Loan that is covered by an insurance policy or guarantee was (i) originated or underwritten in accordance with the applicable policies, procedures and requirements of the insurer or guarantor of such Loan or Transferred Loan at the time of origination or underwriting and (ii) continues to comply with the applicable policies, procedures and requirements of the insurer or guarantor, such that the insurance policy or guarantee covering the Loan or Transferred Loan is in full force and effect. (h) Schedule 3.23 of the Company Disclosure Schedule discloses as of the latest practicable date prior to the date of this AgreementJuly 31, 2015: (Ai) any Loan under the terms of which the obligor is [60] 60 or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of BAYthe Company or any Subsidiary, in violation, breach or default of any other material provision thereof, including a description of such breach or default; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by BAYthe Company, its Subsidiaries or an applicable regulatory authoritya Governmental Authority (the “Classified Loans”); (Ciii) a listing of the OREO real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director or director, executive officer or five percent (5%) or greater shareholder of BAY the Company or any Subsidiary, or to the Knowledge of the Company or any Subsidiary, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB, as made applicable to a savings association by Section 11(b)(1) of the Home Owners’ Loan Act, as amended, have been made by the Company or any of its Subsidiaries in an Affiliate arms-length manner made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons and do not involve more than normal risk of BAYcollectability or present other unfavorable features. (iiii) BAY The allowance for Loan losses reflected in the Company Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (j) The Company has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been previously made available to FULB Buyer complete and UBBcorrect copies of its and its applicable Subsidiary’s lending and servicing policies and procedures. (k) Except for customary foreclosure and collection actions brought by the Company or one of its Subsidiaries, there is no action, suit, proceeding, investigation, or litigation pending, or to the best of the Company’s or any Subsidiary’s Knowledge, threatened, with respect to any Loan or Transferred Loan. (l) To the exception Knowledge of loan files for loans guaranteed the Company, there are no defaults as to the Company’s or unguaranteed any Subsidiary’s compliance with the terms of any Loan or Transferred Loan. (m) To the Knowledge of the Company, in the last five years, no error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any Loan or Transferred Loan has taken place on the part of the Company, any Subsidiary or any other person, including, without limitation, any borrower, any broker, any correspondent or any settlement service provider. (n) To the Knowledge of the Company, the Company or any Subsidiary is not in breach of, and has not, in the last five years, breached, any provision contained in any agreement pursuant to which the Company or any Subsidiary has brokered, originated, made, sold, participated or performed any activity in connection with any Loan or Transferred Loan. (o) No Transferred Loan is subject to recourse by the SBA Company or another Governmental Authority any Subsidiary, as the term “recourse” is defined in 12 C.F.R.§ 167.1. (p) Schedule 3.23 of the Company Disclosure Schedule contains a list of each repurchase, indemnification, make-whole or other remedy request regarding any Transferred Loan received by the Company or any Subsidiary since January 1, 2012, including the nature, amount and sold status of the request. Such list is true, correct and complete and all respects and there are no outstanding requests not included on such list. The Company has properly accrued for its obligations in the ordinary course of businessconnection with all probable and estimable related claims for Transferred Loans.

Loans; Nonperforming and Classified Assets. (i) Except as Previously Disclosed, each Loan on the books and records of BAY 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 BAYBFC and BANK, constitutes the legal, valid and binding obligation of the obligor named therein, 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) BAY BANK has Previously Disclosed as of the latest practicable date prior to the date of this Agreement: (A) any Loan under the terms of which the obligor is [60] or more days delinquent in payment of principal or interest, or to the knowledge of BAYBANK, in default of any other material provision thereof; (B) each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by BAYBANK, or an applicable regulatory authority; (C) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director or executive officer of BAY BANK or an Affiliate of BAYBANK. (iii) BAY BANK has Previously Disclosed a list and description of all loan participations entered into between BAY BANK and any third party which are reflected on the books and records of BAYBANK. A true and complete copy of each document relating to each loan participation has been made available to FULB and UBBBCML, with the exception of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of business.

Loans; Nonperforming and Classified Assets. (a) Each loan agreement, note or borrowing arrangement, including, without limitation, portions of outstanding lines of credit, credit card accounts, and loan commitments, on the Company’s or its applicable Subsidiary’s books and records (collectively, “Loans”) (i) Except as Previously Disclosedis evidenced by notes, each agreements, other evidences of indebtedness, security instruments (if applicable) that are true, genuine, enforceable and what they purport to be, and documentation appropriate and sufficient to enforce and service such Loan on the books and records of BAY was made and has been serviced in all material respects in accordance with its customary lending standards in the ordinary course terms, complete and correct sets of business, is evidenced in originals of all material respects by appropriate and sufficient documentation andsuch documents which (or, to the knowledge of BAYextent an original is not necessary for the enforcement thereof, constitutes true, correct and complete copies thereof) are included in such books and records; (ii) represents the legal, valid and binding obligation of the obligor named thereinrelated borrower, subject to enforceable in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar moratorium or other laws of general applicability relating to or affecting creditor’s creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or by general equity principlesremedies; and (iii) complies with applicable law, including the Finance Laws and any other applicable lending laws and regulations. With respect to each Loan, to the extent applicable, the Loan file contains all original notes, agreements, other evidences of indebtedness, security instruments and financing statements. Each Loan file contains true, complete and correct copies of all Loan documents evidencing, securing, governing or otherwise related to the Loan and such documents and instruments are in due and proper form. (b) Other than Loans that have been pledged to the Federal Home Loan Bank in the ordinary course of business, no Loan has been assigned or pledged, and the Company or its applicable Subsidiary has good and marketable title thereto, without any basis for forfeiture thereof. The Company or its applicable Subsidiary is the sole owner and holder of the Loans free and clear of any and all Liens other than a Lien of the Company or its applicable Subsidiary. (c) Each Loan, to the extent secured by a Lien of the Company or its applicable Subsidiary, is secured by a valid, perfected and enforceable Lien of the Company or its applicable Subsidiary in the collateral for such Loan. (d) Each Loan was underwritten and originated or purchased by the Company or its applicable Subsidiary in the ordinary course of business and, except for each loan acquired by the Company in connection with the Company’s acquisitions of Fraternity Community Bancorp, Inc. (“Fraternity”) and Fairmount Bancorp, Inc. (“Fairmount”), consistent with the Company’s or its applicable Subsidiary’s policies and procedures for loan origination and servicing in place at the time such Loan was made. Each Loan was underwritten and originated or purchased by the Company in accordance with applicable law, including without limitation, laws related to usury, truth-in-lending, real estate settlement procedures, consumer credit protection, predatory lending, abusive lending, fair credit reporting, unfair collection practice, origination, collection and servicing. Each Loan acquired by the Company in connection with the Company’s acquisitions of Fraternity and Fairmount was, to the Knowledge of the Company, originated or purchased by Fraternity or Fairmount, as applicable, consistent with the policies and procedures for loan origination and servicing of Fraternity or Fairmount, respectively, in place at the time such Loan was made. (e) Each Loan has been marketed, solicited, brokered, originated, made, maintained, serviced and administered in accordance with (i) applicable law, including the Equal Credit Opportunity Act, Regulation B of the Consumer Financial Protection Bureau and the Fair Housing Act; (ii) BAY has Previously Disclosed the Company’s or its applicable Subsidiary’s applicable loan origination and servicing policies and procedures; and (iii) the Loan documents governing each Loan. (f) No Loan is subject to any right of rescission, set-off, claim, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the note or the mortgage (if applicable), or the exercise of any right thereunder, render either the note or the mortgage (if applicable) unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury. (g) Each Loan that is covered by an insurance policy or guarantee was (A) originated or underwritten in accordance with the applicable policies, procedures and requirements of the insurer or guarantor of such Loan at the time of origination or underwriting and (B) continues to comply with the applicable policies, procedures and requirements of the insurer or guarantor, such that the insurance policy or guarantee covering the Loan is in full force and effect. (h) Schedule 3.24(h) of the Company Disclosure Schedule discloses as of the latest practicable date prior to the date of this AgreementAugust 31, 2018: (Ai) any Loan under the terms of which the obligor is [sixty (60] ) or more days delinquent in payment of principal or interest, or to the knowledge Knowledge of BAYthe Company, in violation, breach or default of any other material provision thereof, including a description of such breach or default; (Bii) each Loan which has been classified as “other loans specially maintained,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets,” “loss” or “special mention” (or words of similar import) by BAYthe Company, its Subsidiaries or an applicable regulatory authoritya Governmental Authority (the “Classified Loans”); (Ciii) a listing of the OREO real estate owned, acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director or director, executive officer or five percent (5%) or greater stockholder of BAY the Company, or to the Knowledge of the Company, any Person controlling, controlled by or under common control with any of the foregoing. All Loans which are classified as “Insider Transactions” by Regulation O of the FRB have been made by the Company or any of its Subsidiaries in an Affiliate arms-length manner, on substantially the same terms as, including interest rates and collateral, and following underwriting procedures that are no less stringent than, those prevailing at the time for comparable transactions with other Persons that are not insiders and not employed by the Company and do not involve more than normal risk of BAYcollectability or present other unfavorable features. (iiii) BAY The allowance for Loan losses reflected in the Company Financial Statements, as of their respective dates, is adequate under GAAP and all regulatory requirements applicable to financial institutions. (j) The Company has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been previously made available to FULB Buyer complete and UBBcorrect copies of its and its applicable Subsidiary’s lending and servicing and policies and procedures. (k) Except as set forth on Schedule 3.24(k) of the Company Disclosure Schedule, since April 1, 2015, no error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to any Loan has taken place on the part of the Company, any Subsidiary or, to the Company’s Knowledge, any other person, including, without limitation, any borrower, any broker, any correspondent or any settlement service provider. (l) Since April 1, 2015, the Company or any Subsidiary is not in breach, and has not breached, any provision contained in any agreement pursuant to which the Company has brokered, originated, made, sold, participated or performed any activity in connection with any Loan. (m) Except as disclosed on Schedule 3.24(m) of the Company Disclosure Schedule, there is no action, suit, proceeding, investigation, or litigation pending, or to the best of the Company’s Knowledge, threatened, with respect to any Loan. (n) There are no defaults as to the exception Company’s or any Subsidiary’s compliance with the terms of loan files for loans guaranteed or unguaranteed any Loan. (o) No Loan made by the SBA Company or another Governmental Authority and sold in the ordinary course of businessany Subsidiary is subject to a repurchase, make whole, indemnification or other recourse request or demand from any Person that purchased or acquired such Loan.

Loans; Nonperforming and Classified Assets. (ia) Except as Previously Disclosed, each Loan Each loan or other extension of credit (“Loan”) on the books and records of BAY was made and has been serviced in all material respects in accordance with its customary lending standards in the ordinary course of business, PFC or any PFC Subsidiary (i) is evidenced in all material respects by appropriate and sufficient documentation anddocumentation, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected in accordance with all applicable Laws, and (iii) to the knowledge of BAYPFC, constitutes the is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance and similar other laws of general applicability relating to or affecting creditor’s creditors’ rights or by and to general equity principles. (iib) BAY Each outstanding Loan (including Loans held for resale) was made and has Previously Disclosed been serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, PFC’s written underwriting standards (and, in the case of Loans held for resale, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (c) None of the agreements, if any, pursuant to which PFC or PFC Bank has sold Loans or pools of Loans or participation interests in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (d) PFC Bank’s allowance for loan losses is sufficient at the date of this Agreement for its reasonably anticipated loan losses, is in compliance with the standards established by applicable Governmental Entities and GAAP and, to the knowledge of PFC, is adequate. (e) PFC has set forth in Section 3.24 of the PFC Disclosure Schedule as to PFC and each PFC Subsidiary as of the latest practicable date prior to the date of this Agreement: (Ai) any written or, to PFC’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 knowledge of BAYPFC’s knowledge, in default of any other material provision thereof; , (Bii) each Loan which that has been classified as “substandard,” ”, “doubtful,” ”, “loss” or “special mention” (or words of similar import) import by BAYPFC, a PFC Subsidiary or an applicable regulatory authority; , (Ciii) a listing of the OREO Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; thereof and (Div) each Loan with any director or director, executive officer or five percent or greater shareholder of BAY PFC or an Affiliate a PFC Subsidiary, or to the knowledge of BAYPFC, any Person controlling, controlled by or under common control with any of the foregoing. PFC agrees to update such list on a monthly basis after the date of this Agreement and until the earlier of the Closing Date or the date that this Agreement is terminated in accordance with its terms. (iii) BAY has Previously Disclosed a list and description of all loan participations entered into between BAY and any third party which are reflected on the books and records of BAY. A true and complete copy of each document relating to each loan participation has been made available to FULB and UBB, with the exception of loan files for loans guaranteed or unguaranteed by the SBA or another Governmental Authority and sold in the ordinary course of business.