Common use of Loan Portfolio Clause in Contracts

Loan Portfolio. (a) The allowance for loan losses reflected in Roma Financial’s audited consolidated balance sheet at December 31, 2011 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents for periods ending after December 31, 2011 was or will be, adequate, as of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed a list setting forth, as of November 30, 2012, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial or any other Roma Subsidiary during three years preceding the date of this Agreement, or has asserted against Roma Financial or any other Roma Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, each borrower, customer or other party which has given Roma Financial or any other Roma Subsidiary any oral notification of, or orally asserted to or against Roma Financial or any other Roma Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 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 classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial and any Roma Subsidiary, or 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, (6) where a specific reserve allocation exists in connection therewith 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 Roma Bank or any 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) The allowance for loan losses reflected in Roma FinancialVIST’s audited consolidated balance sheet at December 31, 2011 2010 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents VIST’s SEC Reports for periods ending after December 31, 2011 was or will be2010 was, adequate, as of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed VIST Disclosure Schedule 4.15(b) sets forth a list setting forthlisting, as of November 30December 31, 20122011, by account, of: (A) all loans (including loan participations) of Roma Financial VIST Bank or any other Roma VIST Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial VIST Bank or any other Roma VIST Subsidiary which have been terminated by Roma Financial VIST Bank or any other Roma 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 Roma Financial VIST Bank or any other Roma VIST Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial VIST Bank or any other Roma VIST Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialVIST Bank, each borrower, customer or other party which has given Roma Financial VIST Bank or any other Roma VIST Subsidiary any oral notification of, or orally asserted to or against Roma Financial VIST Bank or any other Roma VIST Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 60 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 “substandard,” Other Loans Specially Mentioned”, “doubtful,” Special Mention”, “loss,” Substandard”, “classified,” Doubtful”, “criticized,” Loss”, “credit risk assets,” Classified”, “concerned loans,” Criticized”, “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (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 (65) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (E) all assets classified by Roma VIST Bank or any Roma 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. The foregoing list VIST Disclosure Schedule 4.15(b) may exclude any individual loan with a principal outstanding balance of less than $100,00050,000. (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. (a) 4.16.1. The allowance for loan losses reflected in Roma FinancialHNC’s audited consolidated balance sheet at December 31, 2011 2008 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial HNC’s Securities Documents for periods ending after December 31, 2011 was or will be2008 was, adequate, as of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.16.2. HNC Disclosure Schedule 4.16.2 sets forth a list setting forthlisting, as of November June 30, 20122009, by account, of: (A) all loans (including loan participations) of Roma Financial HNB or any other Roma HNC Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial HNB or any other Roma HNC Subsidiary which have been terminated by Roma Financial HNB or any other Roma 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 Roma Financial HNB or any other Roma HNC Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial HNB or any other Roma HNC Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialHNB, each borrower, customer or other party which has given Roma Financial HNB or any other Roma HNC Subsidiary any oral notification of, or orally asserted to or against Roma Financial HNB or any other Roma HNC Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 60 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 “substandard,” Other Loans Specially Mentioned”, “doubtful,” Special Mention”, “loss,” Substandard”, “classified,” Doubtful”, “criticized,” Loss”, “credit risk assets,” Classified”, “concerned loans,” Criticized”, “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (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 (65) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (E) all assets classified by Roma Bank HNB or any Roma 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. The foregoing list Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $100,00050,000. (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. (a) The allowance for loan losses reflected in Roma FinancialInvestors Bancorp’s audited consolidated balance sheet at December 31, 2011 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Investors Bancorp Securities Documents for periods ending after December 31, 2011 was or will be, adequate, as of the date thereof, under GAAP. (b) Roma Financial Investors Bancorp has Previously Disclosed a list setting forth, as of November 30October 31, 2012, by account, of: (A) all loans (including loan participations) of Roma Financial Investors Bancorp or any other Roma Investors Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial Investors Bancorp or any other Roma Investors Subsidiary which have been terminated by Roma Financial Investors Bancorp or any other Roma Investors 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 Roma Financial Investors Bancorp or any other Roma Investors Subsidiary during three years preceding the date of this Agreement, or has asserted against Roma Financial Investors Bancorp or any other Roma Investors Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialInvestors Bancorp, each borrower, customer or other party which has given Roma Financial Investors Bancorp or any other Roma Investors Subsidiary any oral notification of, or orally asserted to or against Roma Financial Investors Bancorp or any other Roma Investors Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 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 classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial Investors Bancorp and any Roma Investors Subsidiary, or 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, (6) where a specific reserve allocation exists in connection therewith 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 Roma Investors Bank or any Roma Investors 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000500,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial Investors Bancorp and each Roma Investors Subsidiary arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialInvestors Bancorp’s or the appropriate Roma Investors Subsidiary’s respective business. To the Knowledge of Roma FinancialInvestors Bancorp, the loans, discounts and the accrued interest reflected on the books of Roma Financial Investors Bancorp and each Roma Investors 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 Investors Bancorp or the appropriate Roma Investors 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. (a) 4.16.1 The allowance for loan losses reflected in Roma Financialthe notes to ALFC’s audited consolidated balance sheet statement of financial condition at December March 31, 2011 2005 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial notes to the unaudited consolidated financial statements in ALFC’s Securities Documents for periods ending after December March 31, 2011 was 2005 were, or will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.16.2 ALFC Disclosure Schedule 4.16.2 sets forth a list setting forthlisting, as of November 30, 2012the most recently available date, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial Atlantic Liberty Savings, F.A. or any other Roma ALFC Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Atlantic Liberty Savings, F.A. or any other Roma ALFC Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of Roma FinancialAtlantic Liberty Savings, F.A., each borrower, customer or other party which has given Roma Financial Atlantic Liberty Savings, F.A. or any other Roma ALFC Subsidiary any oral notification of, or orally asserted to or against Roma Financial Atlantic Liberty Savings, F.A. or any other Roma ALFC Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 60 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 “substandard,” Other Loans Specially Mentioned”, “doubtful,” Special Mention”, “loss,” Substandard”, “classified,” Doubtful”, “criticized,” Loss”, “credit risk assets,” Classified”, “concerned loans,” Criticized”, “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) as to which 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, 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 (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (EC) all other assets classified by Roma Bank Atlantic Liberty Savings, F.A. or any Roma 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. The foregoing list Disclosure Schedule 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial and , provided that Disclosure Schedule 4.16.2 includes, for 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 Financialcategory described, the loans, discounts and the accrued interest reflected on the books aggregate amount 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 individual loans with a principal outstanding balance of equity. All such loans are owned by Roma Financial or the appropriate Roma Subsidiary free and clear of any liensless than $100,000 that have been excluded. (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. (a) 4.15.1. The allowance for loan losses reflected in Roma FinancialCFB’s audited consolidated balance sheet at December 31, 2011 2017 was, and the allowance for loan losses shown on the balance sheets in the Roma CFB’s Financial Securities Documents Statements for periods ending after December 31, 2011 was or 2017 will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. CFB Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30March 31, 20122018, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial CFB or any other Roma 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 Roma Financial CFB or any other Roma CFB Subsidiary which have been terminated by Roma Financial CFB or any other Roma 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 Roma Financial CFB or any other Roma CFB Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial CFB or any other Roma CFB Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial CFB or any other Roma CFB Subsidiary any oral notification of, or orally asserted to or against Roma Financial CFB or any other Roma CFB Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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 (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (Ee) all assets classified by Roma Bank CFB or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial CFB and each Roma Subsidiary the CFB Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialCFB’s or the appropriate Roma 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 the Knowledge of Roma FinancialCFB’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Roma Financial CFB and each Roma Subsidiary 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 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 being transferred with good and marketable title, free and clear of any and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.

Loan Portfolio. (a) 4.15.1. The allowance for loan losses reflected in Roma Financial’s E▇▇'▇ audited consolidated balance sheet at December 31, 2011 2015 was, and the allowance for loan losses shown on the balance sheets in the Roma E▇▇'▇ Financial Securities Documents Statements for periods ending after December 31, 2011 was or 2015 will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. E▇▇ Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30December 31, 20122015, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial E▇▇ or any other Roma E▇▇ 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 Roma Financial E▇▇ or any other Roma E▇▇ Subsidiary which have been terminated by Roma Financial E▇▇ or any other Roma E▇▇ 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 Roma Financial E▇▇ or any other Roma E▇▇ Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial E▇▇ or any other Roma E▇▇ Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial E▇▇ or any other Roma E▇▇ Subsidiary any oral notification of, or orally asserted to or against Roma Financial E▇▇ or any other Roma E▇▇ Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” ("Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch List" or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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, (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith therewith, or (7vii) 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; E▇▇ Delinquencies and (Ee) all assets classified by Roma Bank E▇▇ or any Roma E▇▇ 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) The allowance for loan losses reflected in Roma Financial’s audited consolidated balance sheet at As of December 31, 2011 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 Silicon Disclosure Schedule. All Loans that have been made by Silicon or its Subsidiaries that are subject to Section 22(h) of the Roma Financial Securities Documents for periods ending after December 31, 2011 was or will be, adequateFederal Reserve Act, as amended, or to Regulation O of the date thereof, under GAAPFederal Reserve Board (12 C.F.R. Part 215) comply therewith. (b) Roma Financial has Previously Disclosed Section 3.24(b) of the Silicon Disclosure Schedule sets forth a list setting forthlisting, as of November September 30, 20122014, by account, account of: (A) all loans Silicon Loans (including loan participations) with an unpaid principal balance of Roma Financial $8,000,000 or any other Roma 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 Roma Financial Silicon and its Subsidiaries in an amount of $8,000,000 or any other Roma Subsidiary which more that have been terminated by Roma Financial Silicon or any other Roma 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 Roma Financial Silicon or any other Roma Subsidiary its Subsidiaries during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Silicon or any other Roma Subsidiaryits Subsidiaries, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialSilicon, each borrower, customer or other party which has given Roma Financial Silicon or any other Roma Subsidiary its Subsidiaries any oral notification of, or orally asserted to or against Roma Financial Silicon or any other Roma Subsidiaryof its Subsidiaries, any such claim; (D) all loansSilicon Loans, (1) that are contractually past due 60 ninety (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 classified as “substandardOther Loans Specially Mentioned,” “doubtfulSpecial Mention,” “lossSubstandard,” “classifiedDoubtful,” “criticizedLoss,” “credit risk assetsClassified,” “concerned loansCriticized,” “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, accrued and unpaid interest on each such Loan and the identity of the obligor thereunder or 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, (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (E) all assets classified by Roma Bank Silicon or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) All loans receivable (including discountsSection 3.24(c) and accrued of the Silicon Disclosure Schedule sets forth a listing, as of the dates set forth therein, by account of each Silicon Loan where the interest entered on rate terms has been reduced and/or 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 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 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 accordance with such loans are owned by Roma Financial or the appropriate Roma Subsidiary free and clear of any liensinitial terms. (d) Silicon has previously Made Available to Boron, certain files on which information regarding the Silicon Loans is recorded (the “Tapes”). The notes information contained in the Tapes is true 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, accurate in all material respects, valid, true and genuine, and what they purport to berespects as of the date specified therein.

Loan Portfolio. (a) 4.15.1. The allowance for loan losses reflected in Roma FinancialCBH’s audited consolidated balance sheet at December 31, 2011 2013 was, and the allowance for loan losses shown on the balance sheets in the Roma CBH’s Financial Securities Documents Statements for periods ending after December 31, 2011 was or will be2013 was, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. CBH Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30December 31, 20122013, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial CB or any other Roma 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 Roma Financial CB or any other Roma CBH Subsidiary which have been terminated by Roma Financial CB or any other Roma 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 Roma Financial CB or any other Roma CBH Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial CB or any other Roma CBH Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial CB or any other Roma CBH Subsidiary any oral notification of, or orally asserted to or against Roma Financial CB or any other Roma CBH Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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, (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith therewith, or (7vii) 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; CBH Delinquencies and (Ee) all assets classified by Roma Bank CB or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial CBH and each Roma Subsidiary the CBH Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialCBH’s or the appropriate Roma 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 the Knowledge of Roma FinancialCBH’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Roma Financial CBH and each Roma Subsidiary 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 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 being transferred with good and marketable title, free and clear of any and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.

Loan Portfolio. (ai) The To GCFC's Knowledge, the allowance for loan losses reflected in Roma Financial’s the notes to GCFC's audited consolidated balance sheet statement of financial condition at December 31, 2011 2006 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents notes to the GCFC's audited consolidated financial statements for periods ending after December 31, 2011 was 2006 were, or will be, adequate, as of the date dates thereof, under GAAP. (bii) Roma Financial has Previously Disclosed GCFC Disclosure Schedule 4.1(t)(ii) sets forth a list setting forthlisting, as of November 30, 2012the most recently available date, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial GCFC or any other Roma GCFC Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial GCFC or any other Roma GCFC Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge of Roma FinancialGCFC, each borrower, customer or other party which has given Roma Financial GCFC or any other Roma GCFC Subsidiary any oral notification of, or orally asserted to or against Roma Financial GCFC or any other Roma GCFC Subsidiary, any such claim; and (DB) all loansloans in excess of $15,000, (1) that are contractually past due 60 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 “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch "Other Loans Specifically Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list” or “special mention” (" or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, 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 (65) where a specific reserve allocation exists in connection therewith 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 (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 2011-02less; and (EC) all other assets classified by Roma Bank GCFC or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) The allowance for loan losses reflected in Roma Financial’s audited consolidated balance sheet at December 31, 2011 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents for periods ending after December 31, 2011 was or will be, adequate4.25.1. Old Forge has made available to Penseco a listing, as of October 31, 2008, of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed a list setting forth, as of November 30, 2012, by account, offollowing: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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; (Ci) each borrower, customer or other party which has notified Roma Financial or any other Roma Subsidiary Old Forge during three years preceding the date of this Agreementpast 12 months of, or has asserted against Roma Financial or any other Roma SubsidiaryOld Forge, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge of Roma Financial, each borrower, customer or other party which has given Roma Financial or any other Roma Subsidiary any oral notification of, or orally asserted to or against Roma Financial or any other Roma Subsidiary, any such claim; (Dii) (A) the aggregate outstanding principal amount of all loansloan agreements, notes or borrowing arrangements (including leases, credit enhancements and interest-bearing assets) payable to Old Forge (each, a "LOAN" and collectively, the "LOANS"), other than "nonaccrual" Loans, (1B) that are contractually past due 60 days or more in the payment aggregate outstanding principal amount of principal and/or interestall "nonaccrual" Loans, (2C) that are on non-accrual status, (3) that are a summary of all Loans designated as of the such date of this Agreement classified by either Old Forge, its accountants (whether internal or external) or its auditors (whether internal or external) as “substandard"Special Mention,” “doubtful" "Substandard,” “loss" "Doubtful,” “classified" "Loss,” “criticized" "Classified,” “credit risk assets" "Criticized,” “concerned loans,” “watch list” or “special mention” (" "Watch List" or words of similar import) by Roma Financial , including the aggregate principal amount of such Loans and any Roma Subsidiary, or any applicable Regulatory Authoritythe amount of specific reserves with respect to all such Loans, (4D) as to which any Loan 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 Loan is less than 90 days past due, (5E) where, during the past three years, any Loan 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, and (6F) any Loan where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (Eiii) all other assets classified by Roma Bank or any Roma Subsidiary Old Forge 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. The foregoing list may exclude any individual loan with a principal outstanding balance Since October 31, 2008, no Loans have been designated by either Old Forge, its accountants (whether internal or external) or its auditors (whether internal or external) as "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Watch List" or words of less than $100,000. (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 transactionssimilar import, were made except for good and valuable consideration such Loans that, individually or in the ordinary course of Roma Financial’s or the appropriate Roma Subsidiary’s respective business. To the Knowledge of Roma Financialaggregate, the loans, discounts and the accrued interest reflected would not reasonably be expected to result in a Material Adverse Effect 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 liensOld Forge. (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. (a) The allowance for loan losses reflected in Roma FinancialTarget’s audited consolidated balance sheet at December 31, 2011 was, and the allowance for loan losses shown on the unaudited balance sheets in the Roma Financial Securities Documents sheet for quarterly periods ending after December 31, 2011 was or will be, adequateadequate in all material respects, as of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed Except for any individual loans with principal outstanding balance of less than $25,000 Target Disclosure Schedule 3.15(b) sets forth a list setting forthlisting, as of November 30March 31, 2012, by account, of: (A) all loans (including loan participations) of Roma Financial Target Bank or any other Roma Target Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial Target Bank or any other Roma Target Subsidiary which have been terminated by Roma Financial Target Bank or any other Roma 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 Roma Financial Target Bank or any other Roma Target Subsidiary during three years preceding the date of this Agreement, or has asserted against Roma Financial Target Bank or any other Roma Target Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialTarget, each borrower, customer or other party which has given Roma Financial Target Bank or any other Roma Target Subsidiary any oral notification of, or orally asserted to or against Roma Financial Target Bank or any other Roma Target Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 60 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 classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial Target and any Roma Target Subsidiary, or 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, (6) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02No. 15; and (E) all assets classified by Roma Target Bank or any Roma 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. The foregoing list may exclude . (c) Except for any individual loan loans with a principal outstanding balance of less than $100,000. (c) All 25,000, all loans receivable (including discounts) and accrued interest entered on the books of Roma Financial Target and each Roma Subsidiary the Target Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialTarget’s or the appropriate Roma 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. To the Knowledge Except for any individual loans with a principal outstanding balance of Roma Financialless than $25,000, Target has not received written notice that any of the loans, discounts and the accrued interest reflected on the books of Roma Financial Target and each Roma Subsidiary the Target Subsidiaries are subject to no 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. All Except for any individual loans with a principal outstanding balance of less than $25,000 all such loans are owned by Roma Financial Target or the appropriate Roma 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.

Loan Portfolio. (a) 4.16.1 The allowance allowances for loan losses reflected in Roma Financialthe notes to Riverside’s audited consolidated balance sheet statements of financial condition at December 31, 2013, 2012 and 2011 waswere, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents unaudited consolidated financial statements for periods ending after December 31, 2011 was 2013 were, or will be, adequate, as of the date dates thereof, under GAAPGAAP and regulatory accounting principles. (b) Roma Financial has Previously Disclosed 4.16.2 Riverside Confidential Disclosure Schedule 4.16.2 sets forth a list setting forthlisting, as of November 30the most recently available date (and in no event earlier than December 31, 20122013), by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma 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 Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other Roma 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 Roma Financial or any other Roma Subsidiary Riverside during three years preceding the date of this Agreementpast twelve (12) months of, or has asserted against Roma Financial or any other Roma SubsidiaryRiverside, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialRiverside, each borrower, customer or other party which has given Roma Financial or any other Roma Subsidiary Riverside any oral notification of, or orally asserted to or against Roma Financial or any other Roma SubsidiaryRiverside, any such claim; and (D) all loans, (1) that are contractually past due 60 ninety (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 December 31, 2013 are classified as “substandardOther Loans Specially Mentioned,” “doubtfulSpecial Mention,” “lossSubstandard,” “classifiedDoubtful,” “criticizedLoss,” “credit risk assetsClassified,” “concerned loansCriticized,” “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) as to which where a reasonable doubt exists as to the timely future collectability collectibility of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 ninety (90) days past due, (5) 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 ability to pay in accordance with such initial terms, or (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (E) all other assets classified by Roma Bank or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.16.3 All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial and each Roma Subsidiary Riverside arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialRiverside’s businesses, and the notes or the appropriate Roma Subsidiary’s respective businessother evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of Roma Financial, the The loans, discounts and the accrued interest reflected on the books of Roma Financial and each Roma Subsidiary 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 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 Riverside free and clear of any liens. (d) 4.16.4 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, are valid, true and genuine, and what they purport to be.

Loan Portfolio. (a) 4.15.1. The allowance for loan losses reflected in Roma FinancialPolonia’s audited consolidated balance sheet at December 31, 2011 2015 was, and the allowance for loan losses shown on the balance sheets in the Roma Polonia’s Financial Securities Documents Statements for periods ending after December 31, 2011 was or 2015 will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. Polonia Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30March 31, 20122016, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial Polonia or any other Roma 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 Roma Financial Polonia or any other Roma Polonia Subsidiary which have been terminated by Roma Financial Polonia or any other Roma 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 Roma Financial Polonia or any other Roma Polonia Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Polonia or any other Roma Polonia Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial Polonia or any other Roma Polonia Subsidiary any oral notification of, or orally asserted to or against Roma Financial Polonia or any other Roma Polonia Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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, (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith therewith, or (7vii) 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; Polonia Delinquencies and (Ee) all assets classified by Roma Bank Polonia or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial Polonia and each Roma Subsidiary the Polonia Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialPolonia’s or the appropriate Roma 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 the Knowledge of Roma FinancialPolonia’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Roma Financial Polonia and each Roma Subsidiary 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 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 being transferred with good and marketable title, free and clear of any and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.

Loan Portfolio. (a) The allowance for loan losses reflected in Roma Financial’s audited consolidated balance sheet at 4.15.1. RBPI Disclosure Schedule 4.15.1 sets forth a listing, as of December 31, 2011 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents for periods ending after December 31, 2011 was or will be, adequate, as of the date thereof, under GAAP. (b) Roma Financial has Previously Disclosed a list setting forth, as of November 30, 20122016, by name and account, of: (Aa) all loans (including loan participations) Loans of Roma Financial RBA or any other Roma 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 Roma Financial RBA or any other Roma RBPI Subsidiary which have been terminated by Roma Financial RBA or any other Roma 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 Roma Financial RBA or any other Roma RBPI Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial RBA or any other Roma RBPI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial RBA or any other Roma RBPI Subsidiary any oral notification of, or orally asserted to or against Roma Financial RBA or any other Roma 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 60 30 days or more in the payment of principal and/or interest, (2b) that are on non-accrual status, (3c) that are as of the date of this Agreement are classified as “substandardWatch,” “doubtfulOther Loans Specially Mentioned,” “lossSpecial Mention,” “classifiedSubstandard,” “criticizedDoubtful,” “credit risk assetsLoss,” “concerned loansClassified,” “watch listCriticized,” or “special mentionCredit Risk Assets,” (“Concerned Loans,” “Watch List” or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (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, (5d) 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, (6e) that qualify as Troubled Debt Restructurings, (f) where a specific reserve allocation exists in connection therewith 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 Roma Bank or any 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000therewith. (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. (a) The allowance for loan losses reflected in Roma Financialthe notes to Seller’s audited consolidated balance sheet statement of financial condition at December March 31, 2011 2005 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents notes to the unaudited consolidated financial statements in the Seller Reports for periods ending after December March 31, 2011 was 2005 were, or will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed The Disclosure Letter sets forth a list setting forthlisting, as of November 30, 2012the most recently available date, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial Seller Bank or any other Roma Seller Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Seller Bank or any other Roma Seller Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of Roma Financial, Seller Bank each borrower, customer or other party which has given Roma Financial Seller Bank or any other Roma Seller Subsidiary any oral notification of, or orally asserted to or against Roma Financial Seller Bank or any other Roma Seller Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 60 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 “substandard,” Other Loans Specially Mentioned”, “doubtful,” Special Mention”, “loss,” Substandard”, “classified,” Doubtful”, “criticized,” Loss”, “credit risk assets,” Classified”, “concerned loans,” Criticized”, “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (4) as to which 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, 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 (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (EC) all other assets classified by Roma Seller Bank or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) 4.16.1. The allowance for loan losses reflected in Roma Financial’s the notes to MFI's audited consolidated balance sheet statement of financial condition at December 31June 30, 2011 2003 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial notes to the unaudited consolidated financial statements in MFI's Securities Documents for periods ending after December 31June 30, 2011 was 2003 were, or will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.16.2. MFI DISCLOSURE SCHEDULE 4.16.2 sets forth a list setting forthlisting, as of November 30May 31, 20122004, by account, of: (A) all loans (including loan participations) of Roma Financial MFI or any other Roma MFI Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial MFI or any other Roma MFI Subsidiary which have been terminated by Roma Financial MFI or any other Roma 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 Roma Financial Medford Co-operative or any other Roma MFI Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Medford Co-operative, or any other Roma MFI Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge knowledge of Roma FinancialMFI or any MFI Subsidiary, each borrower, customer or other party which has given Roma Financial Medford Co-operative, or any other Roma MFI Subsidiary any oral notification of, or orally asserted to or against Roma Financial Medford Co-operative, or any other Roma MFI Subsidiary, any such claim; and (DF) all loans, (1) that are contractually past due 60 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 May 31, 2004 are classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch "Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list” or “special mention” (" or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) as to which 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, 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 (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (EG) all other assets classified by Roma Bank Medford Co-operative, or any Roma 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. The foregoing list DISCLOSURE SCHEDULE 4.16.2 may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial and 50,000, provided that DISCLOSURE SCHEDULE 4.16.2 includes, for 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 Financialcategory described, the loans, discounts and the accrued interest reflected on the books aggregate amount 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 individual loans with a principal outstanding balance of equity. All such loans are owned by Roma Financial or the appropriate Roma Subsidiary free and clear of any liensless than $50,000 that has been excluded. (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. (a) The allowance for loan losses reflected in Roma Financialthe Seller Bank’s audited consolidated balance sheet unaudited statement of financial condition at December March 31, 2011 2007 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents notes to the unaudited consolidated financial statements in the Seller Reports for periods ending after December 31, 2011 was 2005 were, or will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed The Disclosure Letter sets forth a list setting forthlisting, as of November 30, 2012the most recently available date, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial or any other Roma Subsidiary Seller Bank during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial or any other Roma SubsidiarySeller Bank, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge knowledge of Roma Financial, Seller Bank each borrower, customer or other party which has given Roma Financial or any other Roma Subsidiary Seller Bank any oral notification of, or orally asserted to or against Roma Financial or any other Roma SubsidiarySeller Bank, any such claim; and (DB) all loans, (1) that are contractually past due 60 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 “substandard,” Other Loans Specially Mentioned”, “doubtful,” Special Mention”, “loss,” Substandard”, “classified,” Doubtful”, “criticized,” Loss”, “credit risk assets,” Classified”, “concerned loans,” Criticized”, “watch Watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (4) as to which 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, 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 (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (EC) all other assets classified by Roma Seller Bank or any 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) 4.15.1. The allowance for loan losses reflected in Roma FinancialMCBI’s audited consolidated balance sheet at December 31, 2011 2012 was, and the allowance for loan losses shown on the balance sheets in the Roma MCBI’s Financial Securities Documents Statements for periods ending after December 31, 2011 was or will be2012 was, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. MCBI Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30February 28, 20122013, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial MCCB or any other Roma MCBI Subsidiary that have been accelerated during the past twelve months; (Bb) all loan commitments or lines of credit of Roma Financial MCCB or any other Roma MCBI Subsidiary which have been terminated by Roma Financial MCCB or any other Roma 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 Roma Financial MCCB or any other Roma MCBI Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial MCCB or any other Roma MCBI Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial MCCB or any other Roma MCBI Subsidiary any oral notification of, or orally asserted to or against Roma Financial MCCB or any other Roma MCBI Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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, (6v) that qualify as Troubled Debt Restructurings, or (vi) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (Ee) all assets classified by Roma Bank MCCB or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial MCBI and each Roma Subsidiary the MCBI Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialMCBI’s or the appropriate Roma 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. To the Knowledge of Roma FinancialExcept for loan participations listed on MCBI Disclosure Schedule 4.15.3, the loans, discounts and the accrued interest reflected on the books of Roma Financial MCBI and each Roma Subsidiary 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 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 and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.

Loan Portfolio. (a) 4.15.1. The allowance for loan losses reflected in Roma Financialthe Company’s audited consolidated balance sheet at December 31, 2011 2016 and June 30, 2017, respectively, was, and the allowance for loan losses shown on the balance sheets in the Roma Company’s Financial Securities Documents Statements for periods ending after December 31June 30, 2011 was or 2017 will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. Company Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November June 30, 20122017, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial the Company or any other Roma 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 Roma Financial the Company or any other Roma Company Subsidiary which have been terminated by Roma Financial the Company or any other Roma 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 Roma Financial the Company or any other Roma Company Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial the Company or any other Roma Company Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial the Company or any other Roma Company Subsidiary any oral notification of, or orally asserted to or against Roma Financial the Company or any other Roma Company Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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 (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (Ee) all assets classified by Roma Bank the Company or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial Company and each Roma Subsidiary the Company Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma Financialthe Company’s or the appropriate Roma 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 Knowledge of Roma FinancialCompany’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Roma Financial the Company and each Roma Subsidiary 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 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 being transferred with good and marketable title, free and clear of any and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.

Loan Portfolio. (a) The allowance for loan losses reflected in Roma FinancialFirst Federal Bancorp’s audited consolidated balance sheet at December 31, 2011 2012 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial 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, 2011 2012 was or will be, adequate, as of the date thereof, under GAAP. (b) Roma Financial First Federal Bancorp has Previously Disclosed a list setting forth, as of November 30December 31, 20122013, by account, of: (A) all loans (including loan participations) of Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary which have been terminated by Roma Financial First Federal Bancorp or any other Roma 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 Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary during the three years preceding the date of this Agreement, or has asserted against Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma FinancialFirst Federal Bancorp, each borrower, customer or other party which has given Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary any oral notification of, or orally asserted to or against Roma Financial First Federal Bancorp or any other Roma First Federal Subsidiary, any such claim; (D) all loans, loans (1) that are contractually past due 60 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 classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial First Federal Bancorp and any Roma First Federal Subsidiary, or 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, (6) where a specific reserve allocation exists in connection therewith 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 Roma First Federal Bank or any Roma 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. The foregoing list may exclude excludes any individual loan with a principal outstanding balance of less than $100,00050,000. (c) All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial First Federal Bancorp and each Roma Subsidiary the First Federal Subsidiaries arose out of bona fide arm’s-length transactions, transactions and were made for good and valuable consideration in the ordinary course of Roma FinancialFirst Federal Bancorp’s or the appropriate Roma First Federal Subsidiary’s respective business. To the Knowledge of Roma FinancialFirst Federal Bancorp, the loans, discounts and the accrued interest reflected on the books of Roma Financial First Federal Bancorp and each Roma Subsidiary 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 Roma Financial First Federal Bancorp or the appropriate Roma 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. (a) The allowance for loan losses reflected in Roma Financial’s audited consolidated balance sheet at December 31, 2011 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents for periods ending after December 31, 2011 was or will be, adequate, as of the date thereof, under GAAP. (b) Roma Financial Gateway has Previously Disclosed a list setting forth, as of November 30December 31, 2012, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary Gateway that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary Gateway which have been terminated by Roma Financial or any other Roma 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 Roma Financial a Gateway Party or any other Roma a Gateway Subsidiary during three years preceding the date of this Agreement, or has asserted against Roma Financial a Gateway Party or any other Roma a Gateway Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financialany Gateway Party, each borrower, customer or other party Party which has given Roma Financial a Gateway Party or any other Roma Gateway Subsidiary any oral notification of, or orally asserted to or against Roma Financial a Gateway Party or any other Roma Gateway Subsidiary, any such claim; (D) all loans, (1) that are contractually past due 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 classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial and any Roma SubsidiaryGCF Bank, or 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, (6) where a specific reserve allocation exists in connection therewith 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 Roma Bank or any 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,00050,000. (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. (db) 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. (a) The allowance for loan losses reflected in Roma Financial’s the notes to Seller's audited consolidated balance sheet statement of financial condition at December March 31, 2011 2005 was, and the allowance for loan losses shown on the balance sheets in the Roma Financial Securities Documents notes to the unaudited consolidated financial statements in the Seller Reports for periods ending after December March 31, 2011 was 2005 were, or will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed The Disclosure Letter sets forth a list setting forthlisting, as of November 30, 2012the most recently available date, by account, of: (A) all loans (including loan participations) of Roma Financial or any other Roma Subsidiary that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Roma Financial or any other Roma Subsidiary which have been terminated by Roma Financial or any other 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 Roma Financial Seller Bank or any other Roma Seller Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial Seller Bank or any other Roma Seller Subsidiary, in each case in writing, any “"lender liability” " or similar claim, and, to the Knowledge knowledge of Roma Financial, Seller Bank each borrower, customer or other party which has given Roma Financial Seller Bank or any other Roma Seller Subsidiary any oral notification of, or orally asserted to or against Roma Financial Seller Bank or any other Roma Seller Subsidiary, any such claim; and (DB) all loans, (1) that are contractually past due 60 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 “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch "Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list” or “special mention” (" or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (4) as to which 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, 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 (6) where a specific reserve allocation exists in connection therewith 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 2011-02therewith; and (EC) all other assets classified by Roma Seller Bank or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (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. (a) 4.15.1. The allowance for loan losses reflected in Roma FinancialNHBT’s audited consolidated balance sheet at December 31, 2011 2016 was, and the allowance for loan losses shown on the balance sheets in the Roma NHBT’s Financial Securities Documents Statements for periods ending after December 31, 2011 was or 2016 will be, adequate, as of the date dates thereof, under GAAP. (b) Roma Financial has Previously Disclosed 4.15.2. NHBT Disclosure Schedule 4.15.2 sets forth a list setting forthlisting, as of November 30March 31, 20122017, by name and account, of: (Aa) all loans (including loan participations) of Roma Financial NHBT or any other Roma 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 Roma Financial NHBT or any other Roma NHBT Subsidiary which have been terminated by Roma Financial NHBT or any other Roma 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 Roma Financial NHBT or any other Roma NHBT Subsidiary during three years preceding the date of this Agreementpast twelve months of, or has asserted against Roma Financial NHBT or any other Roma NHBT Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Roma Financial, and each borrower, customer or other party which has given Roma Financial NHBT or any other Roma NHBT Subsidiary any oral notification of, or orally asserted to or against Roma Financial NHBT or any other Roma NHBT Subsidiary, any such claim; (Dd) all loans, (1i) that are contractually past due 60 days or more in the payment of principal and/or interest, (2ii) that are on non-accrual status, (3iii) that are as of the date of this Agreement are classified as “substandard,Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”, “Criticized”, “Watch List” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “concerned loans,” “watch list” or “special mention” (or words of similar import) by Roma Financial , together with the principal amount of and any Roma Subsidiary, or any applicable Regulatory Authorityaccrued and unpaid interest on each such loan and the identity of the obligor thereunder, (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, (5iv) 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 (6v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith or (7) that are required to be accounted for as a troubled debt restructuring in accordance with Financial Accounting Standards Board Accounting Standards Codification 310-40therewith, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02; and (Ee) all assets classified by Roma Bank NHBT or any Roma 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. The foregoing list may exclude any individual loan with a principal outstanding balance of less than $100,000. (c) 4.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Roma Financial NHBT and each Roma Subsidiary the NHBT Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Roma FinancialNHBT’s or the appropriate Roma 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 the Knowledge of Roma FinancialNHBT’s Knowledge, the loans, discounts and the accrued interest reflected on the books of Roma Financial NHBT and each Roma Subsidiary 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 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 being transferred with good and marketable title, free and clear of any and all encumbrances, liens. (d) The notes , 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 evidencing the loans described abovewhich are true, genuine and correct, and all pledgesto the extent secured, mortgagesare secured by valid liens and security interests that are legal, deeds valid and binding obligations of trust and the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other collateral documents similar laws or security instruments relating thereto areequitable principles affecting the enforcement of creditors’ rights, in all material respects, valid, true and genuine, and what they purport to bewhich have been perfected.