Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.21, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) Schedule 4.21 of the Company Disclosure Letter contains a complete and correct list of all outstanding Derivative Transactions (including each outstanding Hydrocarbon or financial hedging position attributable to the Hydrocarbon production of the Company or any of its Subsidiaries) entered into by the Company or any of its Subsidiaries or for the account of any of their respective customers as of the date hereof pursuant to which such party has outstanding rights or obligations. All such Derivative Transactions entered into by the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityLaws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. . (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no breaches, violations violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (bc) Except as set forth The Company SEC Documents accurately summarize, in Company Disclosure Schedule 3.21all material respects, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such the outstanding positions under any Derivative Transaction is listed on of the Company Disclosure Schedule 3.21and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the financial position Company attributable to the production and marketing of the Company under or with respect to each has been and its Subsidiaries, as of the dates reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000therein.

Derivative Transactions. (a) All Derivative Transactions entered into by Company HCBF or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company HCBF or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company HCBF and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in HCBF Disclosure Schedule 3.20(b), and the financial position of HCBF or its Subsidiaries under or with respect to each has been reflected in the books and records of HCBF or its Subsidiaries in accordance with GAAP, and no material open exposure of HCBF or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company HCBF Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyHCBF or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (ai) All Derivative Transactions entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position and results of operations of the Company and its Subsidiaries on a consolidated basis under or with respect to each has such Derivative Transaction have been reflected in the books and records of the Company and such Subsidiaries in accordance with GAAP consistently applied and applied, and, except set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule, as of the date hereof, no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.

Derivative Transactions. (a) All Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by the Company or any of its Subsidiaries or for the account of any of its customers since December 31, 2021 were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityLaws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. . (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no breaches, violations violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (bc) Except The Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as set forth in of the dates reflected therein. Schedule 4.20(c) of the Company Disclosure Schedule 3.21Letter lists, no as of the date of this Agreement, all Derivative Transaction, were it Transactions to be which the Company or any of its Subsidiaries is a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000party.

Derivative Transactions. (a) All Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by the Company or any of its the Company Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityLaws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of its and the Company Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. . (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its the Company Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no breaches, violations violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (bc) Except The Filed Company Reporting Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and the Company Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and the Company Subsidiaries, as set forth in of the dates reflected therein. Section 4.18(c) of the Company Disclosure Schedule 3.21Letter lists, no as of the date of this Agreement, all Derivative Transaction, were it Transactions to be which the Company or any of the Company Subsidiaries is a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000party.

Derivative Transactions. (a) All Derivative Transactions entered into by Company BHB or any of its Subsidiaries or for the account of any of its their respective customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of BHB and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company Each of BHB and each of its Subsidiaries have has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyBHB, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company BHB Disclosure Schedule 3.214.21(b), no Derivative TransactionTransactions, were it to be a Loan held by CompanyBHB 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company BHB and its Subsidiaries under or with respect to each such Derivative Transactions has been reflected in the books and records of Company BHB in accordance with GAAP consistently applied applied, and no open exposure of Company BHB or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries WFD or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesWFD, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have WFD has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyWFD, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company WFD Disclosure Schedule 3.214.23(b), no Derivative TransactionTransactions, were it to be a Loan held by CompanyWFD, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company WFD under or with respect to each such Derivative Transactions has been reflected in the books and records of Company WFD in accordance with GAAP consistently applied applied, and no open exposure of Company WFD with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All To SWGB’s Knowledge, all Derivative Transactions entered into by Company SWGB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and published regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company SWGB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company SWGB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in SWGB Disclosure Schedule 3.20(b), and the financial position of SWGB or its Subsidiaries under or with respect to each has been reflected in the books and records of SWGB or its Subsidiaries in accordance with GAAP, and no material open exposure of SWGB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company SWGB Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanySWGB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company LSBG or any of its Subsidiaries or for the account of any of its their respective customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of LSBG and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company Each of LSBG and each of its Subsidiaries have has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyLSBG, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company LSBG Disclosure Schedule 3.213.23, no Derivative TransactionTransactions, were it to be a Loan held by CompanyLSBG 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company LSBG and its Subsidiaries under or with respect to each such Derivative Transactions has been reflected in the books and records of Company LSBG in accordance with GAAP consistently applied applied, and no open exposure of Company LSBG or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time by Company or any of its Subsidiaries, as applicable, to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no breaches, violations violations, or defaults or allegations or assertions of such default by any party thereunderto the Derivative Transactions. (b) Except as set forth in Company Disclosure Schedule 3.21, no No Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.213.21(b), and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,00050,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries CBNK or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesCBNK, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have CBNK has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyCBNK, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company CBNK Disclosure Schedule 3.213.23, no Derivative TransactionTransactions, were it to be a Loan held by CompanyCBNK, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company CBNK under or with respect to each such Derivative Transactions has been reflected in the books and records of Company CBNK in accordance with GAAP consistently applied applied, and no open exposure of Company CBNK with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.213.19, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.213.19, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time by Company or any of its Subsidiaries, as applicable, to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no breaches, violations violations, or defaults or allegations or assertions of such default by any party thereunderto the Derivative Transactions. (b) Except as set forth in on Company Disclosure Schedule 3.21, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries QBT or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesQBT, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have QBT has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyQBT, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company QBT Disclosure Schedule 3.21, no Derivative TransactionTransactions, were it to be a Loan held by CompanyQBT, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company QBT under or with respect to each such Derivative Transactions has been reflected in the books and records of Company QBT in accordance with GAAP consistently applied applied, and no open exposure of Company QBT with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company LBC or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company LBC or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company LBC and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in LBC Disclosure Schedule 3.20(b), and the financial position of LBC or its Subsidiaries under or with respect to each has been reflected in the books and records of LBC or its Subsidiaries in accordance with GAAP, and no material open exposure of LBC or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company LBC Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyLBC or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All material Derivative Transactions entered into by Company CBBC or any of its Subsidiaries or for the account of any of its customers were entered into in all material respects in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of CBBC and its Subsidiaries, and to CBBC’s Knowledge were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company Each of CBBC and each of its Subsidiaries have has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyCBBC, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company CBBC Disclosure Schedule 3.21, no Derivative TransactionTransactions, were it to be a Loan held by CompanyCBBC 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company CBBC and its Subsidiaries under or with respect to each such Derivative Transactions has been reflected in the books and records of Company CBBC in accordance with GAAP consistently applied applied, and no open exposure of Company CBBC or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company HTB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company HTB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company HTB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in HTB Disclosure Schedule 3.20(b), and the financial position of HTB or its Subsidiaries under or with respect to each has been reflected in the books and records of HTB or its Subsidiaries in accordance with GAAP, and no material open exposure of HTB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company HTB Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyHTB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company TB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company TB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company TB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed on Schedule 3.20(b), and the financial position of TB or its Subsidiaries under or with respect to each has been reflected in the books and records of TB or its Subsidiaries in accordance with GAAP, and no material open exposure of TB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company Disclosure on Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyTB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable lawsLaws, rules, regulations and regulatory policies of any Governmental AuthorityAuthority (including with respect to safety and soundness of banking practices), and were entered into in the Ordinary Course of Business and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction outstanding as set forth of the date of this Agreement is listed in Company Disclosure Schedule 3.213.20(b), no and the financial position of Company or Company Bank under or with respect to each has been reflected in the Financial Statements in accordance with GAAP. (c) No Derivative TransactionTransaction outstanding as of the date of this Agreement, were it to be treated as a Loan held by CompanyCompany or any of its Subsidiaries, would as of the date hereof be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company Sound Bank or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company Sound Bank or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company Sound Bank and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanySound Bank’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 Company Disclosure Schedule 3.21, no No Derivative Transaction, were it to be a Loan held by CompanySound Bank, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. . (c) Each such Derivative Transaction is listed on Company Sound Bank Disclosure Schedule Section 3.21, and the financial position of Company Sound Bank under or with respect to each has been reflected in the books and records of Company Sound Bank in accordance with GAAP consistently applied GAAP, and no open exposure of Company Sound Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists, except as disclosed on Sound Bank Disclosure Schedule Section 3.21.

Derivative Transactions. (ai) All Derivative Transactions (as defined below) entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiariesthe Company, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(t)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan Transaction held by Company, the Company would be classified by the Company as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Mention,”“Substandard,”“Doubtful,”“Loss,”“Classified,”“Criticized,”“Credit Risk Assets,” “Concerned Loans,” “Watch Assets,”“Concerned Loans,”“Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company under or with respect to each such Derivative Transaction has been reflected in the books and records of the Company in accordance with GAAP consistently applied applied, and except as set forth in Section 5.01(t)(ii) of the Company Disclosure Schedule, no open exposure of the Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,00050,000. (iii) 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 Transactions. (a) All Derivative Transactions entered into by Company the Bank or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company the Bank or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company The Bank and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanySeller’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 Company Disclosure Schedule 3.21Section 3.21(b), no Derivative Transaction, were it to be a Loan held by Companythe Bank 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. . (c) Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21Section 3.21(c), and the financial position of Company the Bank under or with respect to each has been reflected in the books and records of Company the Bank in accordance with GAAP consistently applied GAAP, and no open exposure of Company the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists, except as disclosed on Disclosure Schedule Section 3.21(c).

Derivative Transactions. (ai) All Derivative Transactions (as defined below) entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(t)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company 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 the Company and such Subsidiaries in accordance with GAAP consistently applied applied, and no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000. (iii) 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 Transactions. (a) All Derivative Transactions entered into by Company North Fork or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityEntity, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of North Fork and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. Company North Fork and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge knowledge of CompanyNorth Fork, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Section 4.21(b) of the North Fork Disclosure Schedule 3.21Schedule, as of September 30, 2003, no Derivative Transaction, were it to be a Loan held by CompanyNorth Fork or any of its Subsidiaries, would be classified as “"Other Loans Specially Mentioned," "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Credit Risk Assets,” “" "Concerned Loans,” “Watch List” " or with words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company North Fork 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 Company North Fork and such Subsidiaries in accordance with GAAP consistently applied applied, and as of the date hereof no open exposure of Company North Fork or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000500,000.

Derivative Transactions. (a) All To HSBI’s Knowledge, all Derivative Transactions entered into by Company HSBI or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and published regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company HSBI or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company HSBI and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in HSBI Disclosure Schedule 3.20(b), and the financial position of HSBI or its Subsidiaries under or with respect to each has been reflected in the books and records of HSBI or its Subsidiaries in accordance with GAAP, and no material open exposure of HSBI or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company HSBI Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyHSBI or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in all material respects in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in all material respects in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and in all material respects were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their material obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction outstanding as of the date of this Agreement is listed in Company Disclosure Schedule ‎3.21(b), and the financial position of Company or Company Bank under or with respect to each has been reflected in the books and records of Company or Company Bank in accordance with GAAP, and as of the date of this Agreement no open exposure of Company or Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company Disclosure Schedule 3.21, no ‎3.21(b). (c) No Derivative TransactionTransaction outstanding as of the date of this Agreement, were it to be treated as a Loan held by CompanyCompany or any of its Subsidiaries, would as of the date hereof be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company FNB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company FNB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company FNB and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyFNB’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 Company Disclosure Schedule Section 3.21, no Derivative Transaction, were it to be a Loan held by CompanyFNB, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. . (c) Each such Derivative Transaction is listed on Company Disclosure Schedule Section 3.21, and the financial position of Company FNB under or with respect to each has been reflected in the books and records of Company FNB in accordance with GAAP consistently applied GAAP, and no open exposure of Company FNB with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists, except as disclosed on Disclosure Schedule Section 3.21.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in all material respects in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in all material respects in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and in all material respects were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their material obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction outstanding as of the date of this Agreement is listed in Company Disclosure Schedule 3.21(b), and the financial position of Company or Company Bank under or with respect to each has been reflected in the books and records of Company or Company Bank in accordance with GAAP, and as of the date of this Agreement no open exposure of Company or Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company Disclosure Schedule 3.21, no 3.21(b). (c) No Derivative TransactionTransaction outstanding as of the date of this Agreement, were it to be treated as a Loan held by CompanyCompany or any of its Subsidiaries, would as of the date hereof be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company Parent or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityEntity, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. Company Parent and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge knowledge of CompanyParent, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Section 4.20(b) of the Parent Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by CompanyParent or any of its Subsidiaries, would be classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or with words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company Parent 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 Company Parent and such Subsidiaries in accordance with GAAP consistently applied applied, and no open exposure of Company Parent or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company DBI or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company DBI or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company DBI and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in DBI Disclosure Schedule 3.20(b), and the financial position of DBI or its Subsidiaries under or with respect to each has been reflected in the books and records of DBI or its Subsidiaries in accordance with GAAP, and no material open exposure of DBI or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company DBI Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyDBI or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.213.19, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “"Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Credit Risk Assets,” “" "Concerned Loans,” “" "Watch List” " or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.213.19, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with prudent banking practices and applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and were entered into in the Ordinary Course of Business and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their material obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction outstanding as of the date of this Agreement is listed in Company Disclosure Schedule 3.21(b), and the financial position of Company or Company Bank under or with respect to each has been reflected in the Financial Statements in accordance with GAAP, and as of the date of this Agreement no open exposure of Company or Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company Disclosure Schedule 3.21, no 3.21(b). (c) No Derivative TransactionTransaction outstanding as of the date of this Agreement, were it to be treated as a Loan held by CompanyCompany or any of its Subsidiaries, would as of the date hereof be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.21, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company PCB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company PCB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company PCB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in PCB Disclosure Schedule 3.20(b), and the financial position of PCB or its Subsidiaries under or with respect to each has been reflected in the books and records of PCB or its Subsidiaries in accordance with GAAP, and no material open exposure of PCB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company PCB Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyPCB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (ai) All Derivative Transactions entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position and results of operations of the Company and its Subsidiaries on a consolidated basis under or with respect to each has such Derivative Transaction have been reflected in the books and records of the Company and such Subsidiaries in accordance with GAAP consistently applied and applied, and, except set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule, as of the date hereof, no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries Bank or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesBank, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have Bank has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyBank, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Bank Disclosure Schedule 3.214.21, no Derivative TransactionTransactions, were it to be a Loan held by CompanyBank, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company Bank under or with respect to each such Derivative Transactions has been reflected in the books and records of Company Bank in accordance with GAAP consistently applied applied, and no open exposure of Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,00050,000.

Derivative Transactions. (a) All To BBI’s Knowledge, all Derivative Transactions entered into by Company BBI or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and published regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company BBI or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company BBI and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in BBI Disclosure Schedule 3.20(b), and the financial position of BBI or its Subsidiaries under or with respect to each has been reflected in the books and records of BBI or its Subsidiaries in accordance with GAAP, and no material open exposure of BBI or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company BBI Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyBBI or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company the Bank or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company the Bank or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company The Bank and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to Parent’s and the Knowledge of CompanyBank’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 Company Disclosure Schedule 3.21, no No Derivative Transaction, were it to be a Loan held by Companythe Bank 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. . (c) Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21Section 3.21(c), and the financial position of Company the Bank under or with respect to each has been reflected in the books and records of Company the Bank in accordance with GAAP consistently applied GAAP, and no open exposure of Company the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists, except as disclosed on Disclosure Schedule Section 3.21(c).

Derivative Transactions. (a) All Derivative Transactions entered into by Company SCB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management management, and other policies, practices and procedures employed by Company SCB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company SCB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations violations, or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in SCB Disclosure Schedule 3.20(b), and the financial position of SCB or its Subsidiaries under or with respect to each has been reflected in the books and records of SCB or its Subsidiaries in accordance with GAAP, and no material open exposure of SCB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company SCB Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanySCB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” or “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (ai) All Derivative Transactions entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company 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 the Company and such Subsidiaries in accordance with GAAP consistently applied and applied, and, except set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule, as of the date hereof, no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,0001.0 million.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such the Derivative Transactions. Company and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations violations, or defaults or allegations or assertions of such default by any party thereunderto the Derivative Transactions. (b) Except as set forth in Company Disclosure Schedule 3.21, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time by Company or any of its Subsidiaries, as applicable, to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no breaches, violations violations, or defaults or allegations or assertions of such default by any party thereunderto the Derivative Transactions. (b) Except as set forth in Company Disclosure Schedule 3.21, no No Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.213.21(b), and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.

Derivative Transactions. (ai) All Derivative Transactions entered into by Company or any of its Subsidiaries FBFC or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesFBFC, and were entered into with counterparties believed in the reasonable judgment of FBFC at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have FBFC has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyFBFC, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Company FBFC Disclosure Schedule 3.214.01(u), no Derivative TransactionTransactions, were it to be a Loan held by CompanyFirst Xxxxxxx National Bank, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company FBFC under or with respect to each such Derivative Transactions has been reflected in the books and records of Company FBFC in accordance with GAAP consistently applied applied, and no open exposure of Company FBFC with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,00050,000.

Derivative Transactions. (a) All To FFB’s Knowledge, all Derivative Transactions entered into by Company FFB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and published regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company FFB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company FFB and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in FFB Disclosure Schedule 3.20(b), and the financial position of FFB or its Subsidiaries under or with respect to each has been reflected in the books and records of FFB or its Subsidiaries in accordance with GAAP, and no material open exposure of FFB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company FFB Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyFFB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (ai) All Derivative Transactions entered into by Company Parent or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. Company Parent and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyParent, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Company Section 5.01(dd)(ii) of Parent Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by CompanyParent 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position and results of Company operations of Parent and its Subsidiaries on a consolidated basis under or with respect to each has such Derivative Transaction have been reflected in the books and records of Company Parent and such Subsidiaries in accordance with GAAP consistently applied and applied, and, except set forth in Section 5.01(dd)(ii) of Parent Disclosure Schedule, as of the date hereof, no open exposure of Company Parent or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries TNB or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its SubsidiariesTNB, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have TNB has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyTNB, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company TNB Disclosure Schedule 3.21, no Derivative TransactionTransactions, were it to be a Loan held by CompanyTNB, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company TNB under or with respect to each such Derivative Transactions has been reflected in the books and records of Company TNB in accordance with GAAP consistently applied applied, and no open exposure of Company TNB with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in Disclosure Schedule Section 3.21(b), and the financial position of Company or Company Bank under or with respect to each has been reflected in the books and records of Company or Company Bank in accordance with GAAP, and no open exposure of Company or Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company Disclosure Schedule 3.21, no Section 3.21(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyCompany or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (a) All Derivative Transactions entered into by Company North Fork or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityEntity, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of North Fork and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. Company North Fork and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge knowledge of CompanyNorth Fork, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Section 4.21(b) of the North Fork Disclosure Schedule 3.21Schedule, as of September 30, 2003, no Derivative Transaction, were it to be a Loan held by CompanyNorth Fork or any of its Subsidiaries, would be classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or with words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company North Fork 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 Company North Fork and such Subsidiaries in accordance with GAAP consistently applied applied, and as of the date hereof no open exposure of Company North Fork or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000500,000.

Derivative Transactions. (ai) All Derivative Transactions (as defined below) entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(u)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company 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 the Company and such Subsidiaries in accordance with GAAP consistently applied applied, and no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000. (iii) 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 Transactions. (a) All Derivative Transactions (as defined below) entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental AuthorityEntity, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiariesthe Company, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and and, to the knowledge of the Company, each of its Subsidiaries the applicable counterparties, have duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.21, no No Derivative Transaction, were it to be a Loan held by the Company, would be classified as “"Other Loans Specially Mentioned," "Special Mention,” “" "Substandard,” “" "Doubtful,” “" "Loss,” “" "Classified,” “" "Criticized,” “" "Credit Risk Assets,” “" "Concerned Loans,” “Watch List” " or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company under or with respect to each such Derivative Transaction has been reflected in the books and records of the Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000applied.

Derivative Transactions. (a) All Derivative Transactions entered into by Company EBNJ or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of EBNJ and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company Each of EBNJ and each of its Subsidiaries have has duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyEBNJ, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company EBNJ Disclosure Schedule 3.21, no Derivative TransactionTransactions, were it to be a Loan held by CompanyEBNJ 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of Company EBNJ and its Subsidiaries under or with respect to each such Derivative Transactions has been reflected in the books and records of Company EBNJ in accordance with GAAP consistently applied applied, and no open exposure of Company EBNJ or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (a) All Derivative Transactions entered into by Company PFG or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management management, and other policies, practices and procedures employed by Company PFG or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company PFG and each of its Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, and there are no material breaches, violations violations, or defaults or allegations or assertions of such by any party thereunder. (b) Except Each Derivative Transaction is listed in PFG Disclosure Schedule 3.20(b), and the financial position of PFG or its Subsidiaries under or with respect to each has been reflected in the books and records of PFG or its Subsidiaries in accordance with GAAP, and no material open exposure of PFG or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in Company PFG Disclosure Schedule 3.21, no 3.20(b). (c) No Derivative Transaction, were it to be a Loan held by CompanyPFG or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

Derivative Transactions. (ai) All Derivative Transactions (as defined below) entered into by the Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Section 5.01(t)(ii) of the Company Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by Companythe Company 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company 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 the Company and such Subsidiaries in accordance with GAAP consistently applied applied, and no open exposure of the Company or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,00050,000. (iii) 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 Transactions. (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations Laws and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company’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 Company Disclosure Schedule Section 3.21, no Derivative Transaction, were it to be a Loan held by CompanyCompany 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. . (c) Each such Derivative Transaction is listed on Company Disclosure Schedule Section 3.21, and the financial position of Company or Company Bank under or with respect to each has been reflected in the books and records of Company or Company Bank in accordance with GAAP consistently applied GAAP, and no open exposure of Company or Company Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists, except as disclosed on Disclosure Schedule Section 3.21.

Derivative Transactions. (a) All Derivative Transactions entered into by the Company or any of its Subsidiaries the Company Bank or for the account of any of its their customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company or any of its Subsidiariesand the Company Bank, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. The Company and each of its Subsidiaries the Company Bank have duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.21, no No Derivative TransactionTransactions, were it to be a Loan held by Companythe Company or the Company Bank, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position of the Company under or with respect to each such Derivative Transactions has been reflected in the books and records of the Company in accordance with GAAP consistently applied applied, and no open exposure of the Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000exists.

Derivative Transactions. (ai) All Derivative Transactions entered into by Company Parent or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its their advisers) and to bear the risks of such Derivative Transactions. Company Parent and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of CompanyParent, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (bii) Except as set forth in Company Section 5.01(dd)(ii) of Parent Disclosure Schedule 3.21Schedule, no Derivative Transaction, were it to be a Loan held by CompanyParent 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. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the The financial position and results of Company operations of Parent and its Subsidiaries on a consolidated basis under or with respect to each has such Derivative Transaction have been reflected in the books and records of Company Parent and such Subsidiaries in accordance with GAAP consistently applied and applied, and, except set forth in Section 5.01(dd)(ii) of Parent Disclosure Schedule, as of the date hereof, no open exposure of Company Parent or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000250,000.