Common use of Certain Loan Matters Clause in Contracts

Certain Loan Matters. (a) Except as set forth in Section 5.30(a) of the Company Disclosure Schedule, as of December 31, 2005, the Company Bank is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $100,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or which could reasonably be expected to be classified by a bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such Persons. (b) Section 5.30(b) of the Company Disclosure Schedule contains the “watch list of loans” (“Watch List”) of the Company Bank as of December 31, 2005 and September 30, 2006. To the Knowledge of the Company and the Company Bank, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with the Company Bank’s past practices, but which has not been included on the Watch List. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Company Bank’s records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligations of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) The Company Bank has maintained the allowance for loan losses at a level which it believes is adequate to absorb reasonably anticipated losses in the loan, in accordance with GAAP and regulatory requirements. (f) Except as set forth on Section 5.30(f) of the Company Disclosure Schedule, as of December 31, 2005, neither the Company nor any of its Subsidiaries other than the Company Bank is a party to any written or oral loan or other extension of credit.

Certain Loan Matters. (a) Except as set forth in Section 5.30(a5.29(a) of the Company Bank Disclosure Schedule, as of December 31, 20052004, the Company Bank is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $100,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by the Bank or which could reasonably be expected to be the FDIC should have been classified by a bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such Personspersons. (b) Section 5.30(b5.29(b) of the Company Bank Disclosure Schedule contains the “watch list of loans” (“Watch List”) of the Company Bank as of December 31, 2005 and September 30, 20062004. To the Knowledge knowledge of the Company and the Company Bank, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with the Company Bank’s past practices, supervisory policy and prudent banking practices, but which has not been included on the Watch List. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company The Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Company Bank’s records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligations of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) The Company Bank has maintained the Bank’s allowance for loan losses at a level which it believes is adequate to absorb reasonably anticipated and lease losses in the loan, in accordance with GAAP and regulatory requirements. (f) Except as set forth on Section 5.30(f) of the Company Disclosure Schedule, as of its audited consolidated balance sheet at December 31, 2005, neither the Company nor any of its Subsidiaries other 2004 is equal to or greater than the Company Bank is a party to any written amount of loans and leases that are, or oral loan in the reasonable judgment of the bank may become, in default or other extension of credituncollectible.

Certain Loan Matters. (a) Except as set forth in Section 5.30(a) of the Company Bank Disclosure Schedule, as of December 31, 2005the Bank Balance Sheet Date, the Company Bank is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $100,000 per loan, under the terms of which the obligor is sixty (60) thirty days delinquent or more past due in payment of principal or interest or in default of any other material provisions as of the date hereof; or (ii) loan agreement, note or borrowing arrangement which has been classified or which could reasonably be expected to be or, in the exercise of reasonable diligence by the Bank applying the Bank’s internal loan grading system, should have been classified by a bank examiner (whether regulatory or internal) as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such Personspersons. (b) Section 5.30(b) of the Company Bank Disclosure Schedule contains the “watch list of loans” (“Watch List”) of the Company Bank as of December 31, 2005 and September 30, 2006the Bank Balance Sheet Date. To the Knowledge of the Company and the Company Bank’s knowledge, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with the Company exercise of reasonable diligence by the Bank applying the Bank’s past practicesinternal loan grading system, but which has not been included on the Watch List. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company The Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Company Bank’s records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligations obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) The Company Bank has maintained No participations or loans have been sold that have buy-back, recourse or guaranty provisions which create contingent or direct liability to the allowance for loan losses at a level which it believes is adequate to absorb reasonably anticipated losses in the loan, in accordance with GAAP and regulatory requirementsBank. (f) Except The Bank’s allowance for loan and lease losses in the Bank Balance Sheet were adequate, and as set forth on Section 5.30(f) of the Company Disclosure ScheduleEffective Time will be adequate, in all respects and in compliance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses as of December 31such dates. (g) The credit files of the Bank contain all material information (excluding general, 2005local or national industry, neither economic or similar conditions) known to the Company nor any Bank that is reasonably required to evaluate the collectability of its Subsidiaries other than the Company loan portfolio of the Bank (including loans that will be outstanding if the Bank advances funds it is a party obligated to advance). (h) With respect to any written or oral loan or other extension evidence of creditindebtedness all or a portion of which has been sold to or guaranteed by any Governmental Entity, including the Small Business Administration, each of such loans was made in substantial compliance and conformity with all relevant laws, rules, regulations and procedures such that such Governmental Entity’s guaranty of such loan is effective during the term of such loan in all material respects.

Certain Loan Matters. (a) Except as set forth in Section 5.30(a5.29(a) of the Company Disclosure Schedule, as of December 31, 2005, the Company Bank is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $100,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or which could reasonably be expected to be or, in the exercise of reasonable diligence by the Company Bank should have been classified by a bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “" "other assets especially mentioned” " or any comparable classifications by such Personsthe Company Bank in accordance with the Company Bank's policies and procedures. (b) Section 5.30(b5.29(b) of the Company Disclosure Schedule contains the “"watch list of loans” " (“Watch List”"WATCH LIST") of the Company Bank as of December 31, 2005 and September 30, 20062005. To the Knowledge knowledge of the Company and the Company Bank, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with the Company Bank’s 's past practices, but which has not been included on the Watch List. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Company Bank’s 's records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligations of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. (e) The Company Bank has maintained the allowance for loan losses at a level which it believes is adequate to absorb reasonably anticipated losses in the loan, in accordance with GAAP and regulatory requirements. (f) Except as set forth on Section 5.30(f5.29(f) of the Company Disclosure Schedule, as of December 31, 2005, neither the Company nor any of its Subsidiaries other than the Company Bank is a party to any written or oral loan or other extension of credit.

Certain Loan Matters. (a) Except as set forth in Section 5.30(a) of the Company Disclosure Schedule, as of December 31, 2005, the Company Bank is not a party to any written or oral: (i) loan agreement, note or borrowing arrangement, other than credit card loans and other loans the unpaid balance of which does not exceed $100,000 per loan, under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other material provisions as of the date hereof; (ii) loan agreement, note or borrowing arrangement which has been classified or which could reasonably be expected to be classified by a bank examiner (whether regulatory or internal) as “"substandard,” “" "doubtful,” “" "loss,” “" "other loans especially mentioned,” “" "other assets especially mentioned” " or any comparable classifications by such Persons. (b) Section 5.30(b) of the Company Disclosure Schedule contains the “"watch list of loans” " (“Watch List”"WATCH LIST") of the Company Bank as of December 31, 2005 and September 30, 2006. To the Knowledge of the Company and the Company Bank, there is no loan agreement, note or borrowing arrangement which should be included on the Watch List in accordance with the Company Bank’s 's past practices, but which has not been included on the Watch List. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Company Bank’s 's records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligations of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. (e) The Company Bank has maintained the allowance for loan losses at a level which it believes is adequate to absorb reasonably anticipated losses in the loan, in accordance with GAAP and regulatory requirements. (f) Except as set forth on Section 5.30(f) of the Company Disclosure Schedule, as of December 31, 2005, neither the Company nor any of its Subsidiaries other than the Company Bank is a party to any written or oral loan or other extension of credit.