Common use of Purchased Loans Clause in Contracts

Purchased Loans. (a) Seller has full power and authority to hold each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any Liens. Seller is authorized to sell and assign the Purchased Loans to Purchaser and, upon assignment, Purchaser will have the rights of Seller with respect to the Purchased Loans in accordance with the terms and conditions thereof. (b) Each Purchased Loan (such term to include, for purposes of this paragraph, the principal documents relating to such Purchased Loans, including notes, mortgages, security instruments, and guarantees) was originated and has been administered in conformity in all material respects with applicable laws and regulations; and its principal balance as shown on Seller's books and records is true and correct as of the last day shown thereon. Seller has complied in all material respects with all of its obligations under the Purchased Loans and, to Seller's knowledge, each Purchased Loan represents the valid and binding obligation of the obligor(s) thereunder, enforceable by the holder thereof in accordance with its terms, except as (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, (2) the availability of equitable remedies may be limited by equitable principles of general applicability and (3) such modifications to the terms thereof as may be required pursuant to the Soldiers and Sailors Relief Act of 1940, as amended. (c) Each Purchased Loan that is secured by collateral is secured by a perfected mortgage or security interest in the collateral in favor of Seller as mortgagee or secured party. Except as set forth on Schedule 6.10, no collateral has been released from the lien granted to Seller, unless approved by Seller and documented in its files.

Purchased Loans. (a) Seller has full power and authority to hold each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any LiensLiens except for the Lien granted to the Federal Home Loan Bank of Pittsburgh, which lien shall be cleared at or prior to Closing. Seller is authorized to sell and assign the Purchased Loans to Purchaser and, upon assignment, Purchaser will have the rights of Seller with respect to the Purchased Loans in accordance with the terms and conditions thereof. (b) Each Purchased Loan (such term to include, for purposes of this paragraph, the principal documents relating to such Purchased Loans, including notes, mortgages, security instruments, and guarantees) was (i) made for good, valuable and adequate consideration in the ordinary course of business of Seller, and (ii) originated and has been administered in conformity in all material respects with applicable laws and regulations; and its . The principal balance of each Purchased Loan as shown on Seller's ’s books and records is true and correct as of the last day shown thereon. Seller has complied in all material respects with all of its obligations under the Purchased Loans and, to Seller's ’s knowledge, each Purchased Loan represents the valid and binding obligation of the obligor(s) thereunder, enforceable by the holder thereof in accordance with its terms, except as (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally, (2) the availability of equitable remedies may be limited by equitable principles of general applicability applicability, and (3) such modifications to the terms thereof as may be required pursuant to the Soldiers and Sailors Relief Act of 1940, as amended. Except as disclosed on Schedule 6.10, Seller is the sole owner of each Purchased Loan and no participation therein has been sold. No Purchased Loan (i) has been pledged or encumbered except for the existing lien granted to the Federal Home Loan Bank of Pittsburgh, (ii) has been adversely classified in any regulatory examination or by Seller’s internal classification system, (iii) is more than 60 days past due, or (iv) has been restructured or is classified or is on nonaccrual. (c) Each Purchased Loan that is secured by collateral is secured by a perfected mortgage or security interest in the collateral in favor of Seller as mortgagee or secured party. Except as set forth on Schedule 6.10, no collateral has been released from the lien granted to Seller, unless approved by Seller and documented in its files.

Purchased Loans. With respect to each Purchased Loan: (a) such Purchased Loan was solicited, originated, currently exists and is and has been serviced and administered in material compliance with all applicable requirements of federal, state, and local laws and regulations, and there was no fraud on the part of the Seller, any of its employees or agents or, to Seller’s knowledge, any other person, with respect to the origination of any Purchased Loan; (b) each note evidencing a Purchased Loan and any related security instrument (including, without limitation, any guaranty or similar instrument) constitutes a valid and legally binding obligation of each borrower, other obligor and guarantor thereunder enforceable in accordance with its terms, subject to bankruptcy, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (c) the collateral for each secured Purchased Loan is (i) the collateral described in the related Loan Documents, (ii) subject to a valid, enforceable and perfected lien with the priority reflected in the Loan Documents, and (iii) if such Purchased Loan is secured by real estate collateral, there is title insurance which confirms the lien position disclosed in any previously provided due diligence materials; (d) such Purchased Loan was made in accordance with Seller’s standard underwriting and documentation guidelines, which are consistent with prudent and customary industry standards, as in effect at the time of its origination and has been serviced and administered substantially in accordance with the Loan Documents and Seller's standard loan servicing procedures, which are consistent with prudent and customary industry standards, as in effect from time to time; (e) except as set forth on Schedule 1.7, Seller has full power is and authority to hold at Closing will be the sole owner of each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any Liens. Encumbrance, and such Purchased Loan was made or acquired by Seller in the ordinary course of business; (f) such Purchased Loan is authorized not presently serviced by third parties, and there is no obligation, agreement or understanding whatsoever that could result in such Purchased Loan becoming subject to sell and assign the Purchased Loans any such third party servicing; (g) there has been no modification to Purchaser and, upon assignment, Purchaser will have the rights or waiver of Seller with respect to the Purchased Loans in accordance with the terms of the applicable loan documents except as reflected in writing in the loan file for such Purchased Loan, and conditions Seller has not taken or failed to take any action that would entitle any borrower, other obligor or guarantor under such Purchased Loan to assert successfully any claim against Seller or Purchaser (including without limitation any right not to repay any such obligation or any part thereof.); (bh) Each no borrower, other obligor or guarantor under such Purchased Loan (such term to includeis in bankruptcy, for purposes of this paragraph, the principal documents relating to such Purchased Loans, including notes, mortgages, security instruments, and guarantees) was originated and has been administered in conformity in all material respects with applicable laws and regulations; and its principal balance as shown on Seller's books and records is true and correct as of the last day shown thereon. Seller has complied in all material respects with all of its obligations under the Purchased Loans and, or to Seller's ’s knowledge, each Purchased Loan represents the valid and binding obligation of the obligor(s) thereunderhas a bankruptcy by any such borrower, enforceable by the holder thereof in accordance with its terms, except as (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium other obligor or other similar laws affecting the enforcement of creditors' rights generally, (2) the availability of equitable remedies may be limited by equitable principles of general applicability and (3) such modifications to the terms thereof as may be required pursuant to the Soldiers and Sailors Relief Act of 1940, as amended.guarantor been threatened; (ci) Each Purchased Loan that is secured by collateral is secured by a perfected mortgage no borrower, other obligor or security interest in the collateral in favor of Seller as mortgagee or secured party. Except as set forth on Schedule 6.10, no collateral guarantor has been released from liability on the lien granted Purchased Loan; (j) there is no pending, or to Seller’s knowledge, unless approved threatened litigation or claims which may affect the title or interest of Seller or any borrower, other obligor or guarantor in and to such Purchased Loan, and there are no pending or, to Seller’s knowledge, threatened foreclosures, total or partial condemnation or repossession proceedings or insurance claims with respect to such Purchased Loan; (k) no approval, consent, authorization or action of, any borrower, other obligor or guarantor is required in connection with the transfer of such Purchased Loan; (l) Seller has taken no action, or failed to take any action, which would result in a valid claim or valid defense (including the defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission, and no claim or defense (including the defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission has been asserted with respect to such Purchased Loan; (m) the information and descriptions concerning the Purchased Loan contained in any previously provided due diligence materials are true and correct; and (n) none of the Purchased Loans are: (i) loans in non-accrual status on Seller’s books, loans in which the collateral securing the same has been repossessed or as to which collection efforts have been instituted or foreclosure proceedings have been filed, or loans as to which insurance on the loan collateral has been force placed; (ii) loans ninety (90) days or more past due as to principal or interest; (iii) loans which have been classified adversely by any governmental authority or regulatory agency or placed by Seller and documented on any internal “special mention,” “substandard” or similar list of potentially problem loans or loans causing concern; (iv) loans in its filesconnection with which any borrower, other obligor or guarantor has filed a petition for relief under the United States Bankruptcy Code, or otherwise has indicated an inability or refusal to pay the loan as it becomes due, prior to the Closing; (v) letters of credit, (vi) loans in which Seller participates with another lender, or (vii) loans to borrowers known by Seller to be deceased.

Purchased Loans. (a) Seller has full power and authority to hold each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any Liens. Seller is authorized to sell and assign the Purchased Loans to Purchaser and, upon assignment, Purchaser will have the rights of Seller with respect to the Purchased Loans in accordance with the terms and conditions thereof. (b) Each Purchased Loan (such term to include, for purposes of this paragraphSection 6.10(b), the principal documents relating to such Purchased Loans, including notes, mortgages, security instruments, and guarantees) was originated and has been administered in conformity in all material respects with applicable laws and regulations; and its principal balance as shown on Seller's ’s books and records is true and correct as of the last day shown thereon. Seller has complied in all material respects with all of its obligations under the Purchased Loans and, to Seller's ’s knowledge, each Purchased Loan represents the valid and binding obligation of the obligor(s) thereunder, enforceable by the holder thereof in accordance with its terms, except as (1i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally, and (2ii) the availability of equitable remedies may be limited by equitable principles of general applicability and (3) such modifications to the terms thereof as may be required pursuant to the Soldiers and Sailors Relief Act of 1940, as amendedapplicability. (c) Each Purchased Loan that is secured by collateral is secured by a perfected mortgage or security interest in the collateral in favor of Seller as mortgagee or secured party. Except as set forth on Schedule 6.106.10(c), no collateral has been released from the lien any Lien granted to Seller, unless approved . (d) The documentation relating to each Purchased Loan made by Seller and documented relating to all security interests, mortgages and other liens with respect to all collateral for each such Purchased Loan are adequate for the enforcement of the material terms of each Purchased Loan and of the related security interests, mortgages and other liens. The terms of each Purchased Loan and of the related security interests, mortgages and other liens comply in all material respects with all applicable laws (including laws relating to the extension of credit). (e) There are no Purchased Loans that have been or should have been classified as non-accrual, as restructured, as 90 days past due, as still accruing and doubtful of collection or any comparable classification. Seller has disclosed all Purchased Loans which are classified as “substandard,” “doubtful,” “loss,” “special mention,” “nonperforming” or “problem” on the “watch list”, a copy of which is attached as Schedule 6.10(e). No borrower with respect to a Purchased Loan in excess of $25,000 has: (i) filed, or consented by answer or otherwise to the filing against it of a petition for relief, reorganization or arrangement, or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law; (ii) made an assignment for the benefit of its filescreditors; (iii) consented to the appointment of a custodian, receiver, trustee, liquidator or other Person with similar power over such borrower or any substantial part of such borrower’s property; (iv) been adjudicated insolvent; or (v) to the knowledge of Seller, taken any action for the purpose of authorizing any of the foregoing. (f) Except as set forth on Schedule 6.10(f), Seller has not at any time purchased or sold any loans, advances or any participations therein, other than participations purchased from or sold to Affiliates. Except as set forth on Schedule 6.10(f), Seller has not at any time sold any of its loans or other assets with recourse of any kind to Seller or in violation of the terms of any loan guaranty, nor entered into any contract providing for the sale or servicing of any loan or other asset that constitutes a “recourse arrangement” under any applicable regulation or policy promulgated by a Governmental Authority. Seller has not received any request to repurchase any loan, advance or participation therein or other asset sold to a third party, nor has Seller been advised by any third-party purchaser of any loan, advance or participation therein or any other asset that such purchaser intends to request that Seller repurchase such loan, advance or participation therein or other asset. (g) There are no contracts in the form of commitment letters binding upon Seller to extend credit, in the amount per “one borrower” (as combined and aggregated as set forth in 12 C.F.R. §32.5), of $500,000 or more.

Purchased Loans. (a) Seller has full power and authority to hold each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any Liens. Seller is authorized to sell and assign the Purchased Loans to Purchaser and, upon assignment, Purchaser will have the rights of Seller with respect to the Purchased Loans in accordance with the terms and conditions thereof. (b) Each Purchased Loan (such term to include, for purposes of this paragraphSection 6.10(b), the principal documents relating to such Purchased Loans, including notes, mortgages, security instruments, and guarantees) was originated and has been administered in conformity in all material respects with applicable laws and regulations; and its principal balance as shown on Seller's ’s books and records is true and correct as of the last day shown thereon. Seller has complied in all material respects with all of its obligations under the Purchased Loans and, to Seller's ’s knowledge, each Purchased Loan represents the valid and binding obligation of the obligor(s) thereunder, enforceable by the holder thereof in accordance with its terms, except as (1i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally, and (2ii) the availability of equitable remedies may be limited by equitable principles of general applicability and (3) such modifications to the terms thereof as may be required pursuant to the Soldiers and Sailors Relief Act of 1940, as amendedapplicability. (c) Each Purchased Loan that is secured by collateral is secured by a perfected mortgage or security interest in the collateral in favor of Seller as mortgagee or secured party. Except as set forth on Schedule 6.106.10(c), no collateral has been released from the lien any Lien granted to Seller, unless approved . (d) The documentation relating to each Purchased Loan made by Seller and documented relating to all security interests, mortgages and other liens with respect to all collateral for each such Purchased Loan are adequate for the enforcement of the material terms of each Purchased Loan and of the related security interests, mortgages and other liens. The terms of each Purchased Loan and of the related security interests, mortgages and other liens comply in all material respects with all applicable laws (including laws relating to the extension of credit). (e) There are no Purchased Loans that have been or should have been classified as non-accrual, as restructured, as 90 days past due, as still accruing and doubtful of collection or any comparable classification. Seller has disclosed all Purchased Loans which are classified as “substandard,” “doubtful,” “loss,” “special mention,” “nonperforming” or “problem” on the “watch list”, a copy of which is attached as Schedule 6.10(e). No borrower with respect to a Purchased Loan in excess of $25,000 has: (i) filed, or consented by answer or otherwise to the filing against it of a petition for relief, reorganization or arrangement, or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law; (ii) made an assignment for the benefit of its filescreditors; (iii) consented to the appointment of a custodian, receiver, trustee, liquidator or other Person with similar power over such borrower or any substantial part of such borrower’s property; (iv) been adjudicated insolvent; or (v) to the knowledge of Seller, taken any action for the purpose of authorizing any of the foregoing. (f) Except as set forth on Schedule 6.10(f), Seller has not at any time purchased or sold any loans, advances or any participations therein, other than participations purchased from or sold to Affiliates. Except as set forth on Schedule 6.10 (f), Seller has not at any time sold any of its loans or other assets with recourse of any kind to Seller or in violation of the terms of any loan guaranty, nor entered into any contract providing for the sale or servicing of any loan or other asset that constitutes a “recourse arrangement” under any applicable regulation or policy promulgated by a Governmental Authority. Seller has not received any request to repurchase any loan, advance or participation therein or other asset sold to a third party, nor has Seller been advised by any third-party purchaser of any loan, advance or participation therein or any other asset that such purchaser intends to request that Seller repurchase such loan, advance or participation therein or other asset. (g) There are no contracts in the form of commitment letters binding upon Seller to extend credit, in the amount per “one borrower” (as combined and aggregated as set forth in 12 C.F.R. §32.5), of $500,000 or more.