Common use of Derivative Instruments and Transactions Clause in Contracts

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD Banknorth, (i) all Derivative Transactions whether entered into for the account of TD Banknorth or any of its Subsidiaries or for the account of a customer of TD Banknorth or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth or one of its Subsidiaries and, to the Knowledge of TD Banknorth, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth or its Subsidiaries and, to the Knowledge of TD Banknorth, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD Banknorth’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b) of the TD Banknorth Disclosure Schedule, as of May 31, 2005, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD BanknorthHxxxxx United, (i) all Derivative Transactions whether entered into for the account of TD Banknorth Hxxxxx United or any of its Subsidiaries or for the account of a customer of TD Banknorth Hxxxxx United or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth Hxxxxx United or one of its Subsidiaries and, to the Knowledge of TD BanknorthHxxxxx United, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth Hxxxxx United or its Subsidiaries and, to the Knowledge of TD BanknorthHxxxxx United, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD BanknorthHxxxxx United’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b4.23(b) of the TD Banknorth Hxxxxx United Disclosure Schedule, as of May 31, 2005, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth Hxxxxx United or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth Hxxxxx United and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth Hxxxxx United and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD Banknorth, (i) all Derivative Transactions (as defined below) whether entered into for the account of TD Banknorth or any of its Subsidiaries or for the account of a customer of TD Banknorth or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth or one of its Subsidiaries and, to the Knowledge knowledge of TD Banknorth, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth or its Subsidiaries and, to the Knowledge knowledge of TD Banknorth, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD Banknorth’s Knowledgeknowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b3.24(b) of the TD Banknorth Disclosure Schedule, as of May July 31, 20052004, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth and such Subsidiaries in accordance with U.S. GAAP consistently applied. (c) For purposes of this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. (a) Except as would not reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD Banknorth, the Company: (ia) all All Derivative Transactions (as defined below) whether entered into for the account of TD Banknorth the Company or any of its Subsidiaries or for the account of a customer of TD Banknorth the Company or any of its Subsidiaries, (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and time, (ii) are legal, valid and binding obligations of TD Banknorth the Company or one of its Subsidiaries and, to the Knowledge knowledge of TD Banknorththe Company, each of the counterparties thereto, thereto and (iii) are in full force and effect and enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth . The Company or its Subsidiaries and, to the Knowledge knowledge of TD Banknorththe Company, the counterparties theretoto all such Derivative Transactions, have duly performed performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD Banknorth’s Knowledge. To the knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderpursuant to any such Derivative Transactions. (b) Except as set forth in Section 5.18(b) As of the TD Banknorth Disclosure Schedule, as of May August 31, 20052007, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth the Company or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Impaired” or words of similar import. The financial position . (c) For purposes of TD Banknorth and its Subsidiaries on a consolidated basis under this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to each any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such Derivative Transaction has been reflected in the books types of transactions, and records of TD Banknorth and any related credit support, collateral or other similar arrangements related to such Subsidiaries in accordance with U.S. GAAP consistently appliedtransactions.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD BanknorthInterchange, (i) all Derivative Transactions whether entered into for the account of TD Banknorth Interchange or any of its Subsidiaries or for the account of a customer of TD Banknorth Interchange or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth Interchange or one of its Subsidiaries and, to the Knowledge of TD BanknorthInterchange, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth Interchange or its Subsidiaries and, to the Knowledge of TD BanknorthInterchange, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD BanknorthInterchange’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b) As of the TD Banknorth Disclosure Schedule, as of May March 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth Interchange or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth Interchange and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth Interchange and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD Banknorth1st Service, (i) all Derivative Transactions whether entered into for the account of TD Banknorth 1st Service or any of its Subsidiaries or for the account of a customer of TD Banknorth 1st Service or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth 1st Service or one of its Subsidiaries and, to the Knowledge of TD Banknorth1st Service, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth 1st Service or its Subsidiaries and, to the Knowledge of TD Banknorth1st Service, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD Banknorth1st Service’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b) of the TD Banknorth Disclosure Schedule, as of At May 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth 1st Service or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth 1st Service and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth 1st Service and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on TD BanknorthSNBV, (i) all Derivative Transactions whether entered into for the account of TD Banknorth Sonabank or any of its SNBV’s Subsidiaries or for the account of a customer of TD Banknorth Sonabank or any of its SNBV’s Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of TD Banknorth Sonabank or one of its SNBV’s Subsidiaries and, to the Knowledge of TD BanknorthSNBV, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) TD Banknorth Sonabank or its SNBV’s Subsidiaries and, to the Knowledge of TD BanknorthSNBV, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to TD BanknorthSNBV’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 5.18(b) of the TD Banknorth Disclosure Schedule, as of At May 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by TD Banknorth Sonabank or any of its SNBV’s Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of TD Banknorth Sonabank and its SNBV’s Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of TD Banknorth SNBV and such Subsidiaries in accordance with U.S. GAAP consistently applied.