(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. (e) William Penn Disclosure Schedule 4.15(e) sets forth, as of the date of this Agreement, a schedule of all executive officers and directors of William Penn who have outstanding loans from William Penn or any William Penn Subsidiary, and there has been no default on, or forgiveness or waiver or, in whole or in part, any such loan during the two (2) years immediately preceding the date hereof. (f) Except as set forth on William Penn Disclosure Schedule 4.15(f), to the Knowledge of William Penn, no shares of William Penn Common Stock were purchased with the proceeds of a loan made by William Penn or any William Penn Subsidiary. 4.16. Related Party Transactions. Except as set forth on William Penn Disclosure Schedule 4.16, neither William Penn nor any William Penn Subsidiary is a party to any transaction (including any loan or other credit accommodation) with any Affiliate of William Penn or any William Penn Subsidiary. All such loans (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve substantially more than the normal risk of collectability or present other unfavorable features (as such terms are used under Item 404 of SEC Regulation S-K promulgated under the Securities Act and the Exchange Act). Except as set forth on William Penn Disclosure Schedule 4.16, no loan or credit accommodation to any Affiliate of William Penn or any William Penn Subsidiary is presently in default or, during the three (3) year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither William Penn nor any William Penn Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by William Penn is inappropriate. Except as set forth on William Penn Disclosure Schedule 4.16, no shareholder or Affiliate of William Penn owns any material property or asset used in the conduct of the business of William Penn and the William Penn Subsidiaries. 4.17. Credit Card Accounts and Merchant Processing. (a) Credit Card Accounts. William Penn and the William Penn Subsidiaries only originate, maintain or administer credit card accounts through a third party originator. (b) Merchant Processing. William Penn and the William Penn Subsidiaries only provide merchant credit card processing services to merchants through a third party provider. 4.18. Required Vote. The affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote at the William Penn Shareholders’ Meeting is required to approve this Agreement and the Merger under William Penn’s articles of incorporation and the MDGCL. This Agreement and the Merger have been approved unanimously by all of the members of the William Penn Board of Directors. 4.19. Registration Obligations. Except as set forth on William Penn Disclosure Schedule 4.19, neither William Penn nor any William Penn Subsidiary is under any obligation, contingent or otherwise, that will survive the Effective Time by reason of any agreement to register any transaction involving any of its securities under the Securities Act. A-29
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