Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. (a) All Derivative Transactions entered into by First Choice or any First Choice Subsidiary or for the account of any customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety and soundness of banking practices) in all material respects, (ii) in the Ordinary Course of Business, (iii) in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice and First Choice Subsidiaries in all material respects, and (iv) with counterparties reasonably 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. First Choice and each First Choice Subsidiary has performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding as of the date of this Agreement is listed in Section 3.20(b) of the First Choice Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this Agreement, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of the date of this Agreement would, if it were to be treated as a Loan held by First Choice or any First Choice Subsidiary 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.

Derivative Transactions. (ai) All The provisions of this Agreement relating to the registration, offer and sale of Registrable Securities on a registered basis, including any applicable pro rata limitation or “cut-back,” apply also to Derivative Transactions entered into by First Choice a Holder. Any such prospectus in connection with a Derivative Transaction shall permit a Derivative Counterparty to sell shares of the Registrable Securities covered by such prospectus and the applicable prospectus supplement, including in short sale transactions (whether Shares are borrowed from such Holder or otherwise). If in connection with a Derivative Transaction, a Derivative Counterparty or any First Choice Subsidiary affiliate thereof is (or for may reasonably be considered) an underwriter or selling stockholder, then such Derivative Counterparty shall be required to provide customary indemnities to the account Company regarding the plan of any customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety distribution and soundness of banking practices) in all material respects, related matters. (ii) Without limiting the foregoing, the Company agrees to cooperate with each Holder in taking any action reasonably necessary to consummate a Derivative Transaction entered into by such Holder (whether executed on a registered basis, under Rule 144 or otherwise) and any pledge, hypothecation or grant of security over Shares or Units related thereto, including without limitation, (x) delivery of letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements by the Ordinary Course Company in respect of Businessthe exercise of remedies by such lenders) and instructing the transfer agent to transfer any such Shares subject to the pledge, hypothecation or grant into the facilities of DTC without restricted legends and (y) such action as such Holder may reasonably request from time to time to enable such Holder to sell or hedge Shares without registration under the Securities Act. (iii) For avoidance of doubt, the clarifications provided in accordance with this Section 2.13 to the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice and First Choice Subsidiaries in all material respects, and (iv) with counterparties reasonably 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. First Choice and each First Choice Subsidiary has performed all of its obligations under the effect that Derivative Transactions to are among the extent that such obligations to perform have accrued, and, to First Choice’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions types of such transactions covered by any party thereunder. (b) Each Derivative Transaction outstanding as of the date provisions of this Agreement is listed in Section 3.20(b) of relating to the First Choice Disclosure Scheduleregistration, offer, and the financial position sale of First Choice or First Choice Subsidiary under or with respect thereto has been reflected Registrable Securities shall not be read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in the Financial Statements in accordance with GAAP. As of the date of this Agreement, no open exposure are not among the types of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of transactions covered by the date provisions of this Agreement wouldrelating to the registration, if it were to be treated as a Loan held by First Choice or any First Choice Subsidiary as offer, and sale 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 importRegistrable Securities.

Derivative Transactions. (a) All Section 3.21 of the Company Disclosure Letter contains (i) a complete and correct list of all Derivative Transactions outstanding as of the date of this Agreement entered into by First Choice the Company or any First Choice Subsidiary of its Subsidiaries or for the account of any customers of First Choice its customers, in each case as of the date of this Agreement, and (ii) the amount of swap or collar transactions that the Company and its Subsidiaries intend, as of the date of this Agreement, to initiate on or after the date hereof and prior to September 1, 2020, together with the time period and hedged amount of oil, gas, gas basis or natural gas liquids (each such intended hedge volume in this subclause (ii), as applicable, a “Specified Hedging Volume”). All such Derivative Transactions were, and any First Choice Subsidiary were Derivative Transactions entered into (i) after the date of this Agreement will be, entered into in accordance with applicable Law (including with respect to safety Laws, and soundness of banking practices) in all material respects, (ii) in the Ordinary Course of Business, (iii) in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice the Company and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) were, and will be, entered into with counterparties reasonably 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. First Choice The Company and each First Choice Subsidiary has of its Subsidiaries have duly performed in all material respects all of its their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe knowledge of the Company, there are no material breaches, violations violations, collateral deficiencies, requests for collateral or demands for payment (except for ordinary course margin deposit requests) or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding as of the date of this Agreement is listed in Section 3.20(b) of the First Choice Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date For purposes of this Agreement, no open exposure of First Choice the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or First Choice Bank 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 such Derivative Transaction (of these transactions) or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as combination of the date any of this Agreement wouldthese transactions, if it were to be treated as a Loan held by First Choice including collateralized mortgage obligations or other similar instruments or any First Choice Subsidiary as debt or equity instruments evidencing or embedding any such types of the date hereoftransactions, be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as and any related credit support, collateral or other similar arrangements related to such terms are defined by the FDIC’s uniform loan classification standards, or words of similar importtransactions.

Derivative Transactions. (a) All Derivative Transactions entered into by First Choice SWBS or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety and soundness of banking practices) in all material respectsrespects with applicable Laws and regulatory policies of any Governmental Authority, (ii) in the Ordinary Course of Business, (iii) and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice and First Choice Subsidiaries in all material respectsSWBS or any of its Subsidiaries, and (iv) were entered into with counterparties reasonably 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. First Choice SWBS and each First Choice Subsidiary has performed of its Subsidiaries have duly performed, in all material respects, all of its their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding as of the date of this Agreement is listed in Section SWBS Disclosure Schedule 3.20(b) of the First Choice Disclosure Schedule), and the financial position of First Choice SWBS or First Choice Subsidiary its Subsidiaries under or with respect thereto to each has been reflected in the Financial Statements books and records of SWBS or its Subsidiaries in accordance with GAAP. As of the date of this Agreement, and no material open exposure of First Choice SWBS or First Choice Bank its Subsidiaries with respect to any such Derivative Transaction instrument (or with respect to multiple Derivative Transactions instruments with a respect to any single counterparty) exists, except as set forth in SWBS Disclosure Schedule 3.20(b). (c) No Derivative Transaction outstanding as of the date of this Agreement wouldTransaction, if were it were to be treated as a Loan held by First Choice SWBS or any First Choice Subsidiary as of the date hereofits 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.

Derivative Transactions. (a) All Derivative Transactions (as defined below) entered into by First Choice GreenPoint or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety laws, rules, regulations and soundness regulatory policies of banking practices) in all material respectsany Governmental Entity, (ii) in the Ordinary Course of Business, (iii) and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice GreenPoint and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) were entered into with counterparties reasonably 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. First Choice GreenPoint and each First Choice Subsidiary has its Subsidiaries have duly performed all of its their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe knowledge of GreenPoint, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding Except as of the date of this Agreement is listed set forth in Section 3.20(b3.21(b) of the First Choice GreenPoint Disclosure Schedule, and the as of September 30, 2003, no Derivative Transaction, were it to be a Loan held by GreenPoint 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" or with words of similar import. The financial position of First Choice or First Choice Subsidiary GreenPoint and its Subsidiaries on a consolidated basis under or with respect thereto to each such Derivative Transaction has been reflected in the Financial Statements books and records of GreenPoint and such Subsidiaries in accordance with GAAP. As GAAP consistently applied, and as of the date of this Agreementhereof, no open exposure of First Choice GreenPoint or First Choice Bank any of its Subsidiaries with respect to any such Derivative Transaction instrument (or with respect to multiple Derivative Transactions instruments with a respect to any single counterparty) existsexceeds $500,000. (c) No Derivative Transaction outstanding as of the date For purposes of this Agreement wouldAgreement, if it were 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 be treated as a Loan held by First Choice one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any First Choice Subsidiary 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 standardsindexes, or words 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 importinstruments 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 First Choice the Company or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety laws, rules, regulations and soundness regulatory policies of banking practices) in all material respectsany Governmental Entity, (ii) in the Ordinary Course of Business, (iii) and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice the Company and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) were entered into with counterparties reasonably 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. First Choice The Company and each First Choice Subsidiary has its Subsidiaries have duly performed all of its their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding Except as of the date of this Agreement is listed set forth in Section 3.20(b3.21(b) of the First Choice Company Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this Agreementno Derivative Transaction, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of the date of this Agreement would, if were it were to be treated as a Loan held by First Choice the Company or any First Choice Subsidiary as of the date hereofits Subsidiaries, would be classified as “Other Loans Specially Mentioned,” “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 with words of similar import. 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 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 $250,000. (c) For purposes of this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Transactions. (a) All Attached as Schedule 6.20 is a list of all Derivative Transactions existing as of the date hereof. HNB has delivered to Purchaser complete and accurate copies of the Derivative Documents relating to existing Derivative Transactions in Sellers' possession and HNB shall provide to Purchaser copies of the Derivative Documents relating to Derivative Transactions entered into by First Choice or any First Choice Subsidiary or for HNB between the account date of any customers this Agreement and the Closing Date within five (5) days of First Choice or any First Choice Subsidiary were entered into the execution of the Derivative Documents by the parties thereto. (ib) HNB has full power and authority to hold its rights in accordance with applicable Law (including each Derivative Transaction, and has good and marketable title to such rights free and clear of all Liens. Upon transfer of such rights to Purchaser, HNB will be authorized to assign such rights to Purchaser and, upon assignment, Purchaser will have the rights of HNB with respect to safety and soundness of banking practices) in all material respects, (ii) in the Ordinary Course of Business, (iii) Derivative Transactions in accordance with the investmentterms and conditions thereof. (c) With respect to the Derivative Transactions being transferred to Purchaser pursuant to this Agreement, securities, commodities, risk management each such Derivative Transaction was originated and other policies, practices and procedures employed by First Choice and First Choice Subsidiaries has been administered in conformity in all material respects, respects with applicable laws and (iv) regulations; and its remaining payment terms as shown on HNB's books and records are true and correct as of the last day shown thereon. HNB has complied in all material respects with counterparties reasonably 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. First Choice and each First Choice Subsidiary has performed all of its obligations under the Derivative Transactions and the Derivative Documents relating thereto and each Derivative Transaction is a valid and legally binding obligation of HNB, enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. Each Derivative Transaction, to the extent that such obligations secured, is secured by a valid and enforceable Lien in the collateral therefor, which Lien is assignable and is being assigned pursuant to perform have accrued, and, to First Choice’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderthis Agreement. (bd) Each Derivative Transaction outstanding as of Other than the date of this Agreement is listed representations and warranties in Section 3.20(b6.20(b) and (c), all Derivative Transactions and Derivative Documents relating thereto transferred to Purchaser shall be transferred on an "AS IS," "WHERE IS" basis and without recourse to HNB and without any representations or warranties as to the collectibility of the First Choice Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this Agreement, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (Transactions or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as the creditworthiness of the date of this Agreement would, if it were to be treated as a Loan held by First Choice any counterparty or any First Choice Subsidiary 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 importother obligor thereto.

Derivative Transactions. (a) All Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by First Choice the Company or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers as of First Choice or any First Choice Subsidiary the date of this Agreement were entered into (i) in accordance with applicable Law (including with respect to safety Laws, and soundness of banking practices) in all material respects, (ii) in the Ordinary Course of Business, (iii) in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice the Company and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) were entered into with counterparties reasonably 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. First Choice . (b) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each First Choice Subsidiary has of its Subsidiaries have duly performed in all respects all of its their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledge, and there are no material breaches, violations violations, collateral deficiencies, requests for collateral or demands for payment, defaults or termination events, or allegations or assertions of such by any party thereunder. (bc) Each The Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction outstanding 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 of the date of this Agreement is listed in Section 3.20(bdates reflected therein. Schedule 4.20(c) of the First Choice Company Disclosure ScheduleLetter lists, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As as of the date of this Agreement, no open exposure a summary of First Choice the material terms of each outstanding Derivative Transaction of the Company or First Choice Bank any of its Subsidiaries or for the account of any of its customers (including, for the avoidance of doubt, a summary of the material terms of each confirmation with respect to any such Derivative Transaction (thereto setting forth the counterparty, trade date, product, price, term and notional amounts or with respect to multiple Derivative Transactions with a single counterparty) existsvolumes). (c) No Derivative Transaction outstanding as of the date of this Agreement would, if it were to be treated as a Loan held by First Choice or any First Choice Subsidiary 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.

Derivative Transactions. (a) All Derivative Transactions entered into by First Choice Seacoast or any First Choice Seacoast Subsidiary or for the account of any customers of First Choice Seacoast or any First Choice Seacoast Subsidiary were entered into (i) in accordance in all material respects with applicable Law (including with respect to safety and soundness of banking practices) in all material respects), (ii) in the Ordinary Course of Business, (iii) in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice Seacoast and First Choice Subsidiaries in all material respectsSeacoast Subsidiaries, and (iv) with counterparties reasonably 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. First Choice Seacoast and each First Choice Seacoast Subsidiary has performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First ChoiceSeacoast’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding as of the date of this Agreement is listed in Section 3.20(b) of the First Choice Seacoast Disclosure Schedule, and the financial position of First Choice Seacoast or First Choice Seacoast Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAPGAAP in all material respects. As of the date of this Agreement, no open exposure of First Choice Seacoast or First Choice Seacoast Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists, except as set forth in Section 3.20(b) of the Seacoast Disclosure Schedule. (c) No Derivative Transaction outstanding as of the date of this Agreement would, if it were to be treated as a Loan held by First Choice Seacoast or any First Choice Seacoast Subsidiary 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.

Derivative Transactions. (a) All material Derivative Transactions entered into by First Choice SBBX or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in all material respects in accordance with applicable Law (including with respect to safety laws, rules, regulations and soundness regulatory policies of banking practices) in all material respectsany Governmental Authority, (ii) in the Ordinary Course of Business, (iii) and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice SBBX and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) to SBBX’s Knowledge were entered into with counterparties reasonably 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. First Choice Each of SBBX and each First Choice Subsidiary its Subsidiaries has duly performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe Knowledge of SBBX, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding Except as of the date of this Agreement is listed set forth in Section 3.20(b) of the First Choice SBBX Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this AgreementSchedule 4.23, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of the date of this Agreement wouldTransactions, if were it were to be treated as a Loan held by First Choice SBBX or any First Choice Subsidiary as of the date hereofits 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. The financial position of SBBX and its Subsidiaries under or with respect to each such Derivative Transactions has been reflected in the books and records of SBBX in accordance with GAAP consistently applied, and no open exposure of SBBX or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists.

Derivative Transactions. (a) All Derivative Transactions (as defined below) entered into by First Choice GreenPoint or any First Choice Subsidiary of its Subsidiaries or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety laws, rules, regulations and soundness regulatory policies of banking practices) in all material respectsany Governmental Entity, (ii) in the Ordinary Course of Business, (iii) and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice GreenPoint and First Choice Subsidiaries in all material respectsits Subsidiaries, and (iv) were entered into with counterparties reasonably 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. First Choice GreenPoint and each First Choice Subsidiary has its Subsidiaries have duly performed all of its their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe knowledge of GreenPoint, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Each Derivative Transaction outstanding Except as of the date of this Agreement is listed set forth in Section 3.20(b3.21(b) of the First Choice GreenPoint Disclosure Schedule, and the financial position as of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this AgreementSeptember 30, 2003, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of the date of this Agreement wouldTransaction, if were it were to be treated as a Loan held by First Choice GreenPoint or any First Choice Subsidiary as of the date hereofits Subsidiaries, would be classified as “Other Loans Specially Mentioned,” “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 with words of similar import. The financial position of GreenPoint 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 GreenPoint and such Subsidiaries in accordance with GAAP consistently applied, and as of the date hereof, no open exposure of GreenPoint or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $500,000. (c) For purposes of this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Transactions. Except as would not reasonably be expected to result in a Material Adverse Effect: (a) All Derivative Transactions entered into by First Choice or any First Choice Subsidiary Foundation Bancorp or for the account of any of its customers of First Choice or any First Choice Subsidiary were entered into (i) in accordance with applicable Law (including with respect to safety laws, rules, regulations, and soundness regulatory policies of banking practices) in all material respectsany Governmental Authority, (ii) in the Ordinary Course of Business, (iii) and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by First Choice and First Choice Subsidiaries in all material respectsFoundation Bancorp, and (iv) were entered into with counterparties reasonably 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. First Choice and Foundation Bancorp and, to the Knowledge of Foundation Bancorp, each First Choice Subsidiary has of the applicable counterparties, have duly performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to First Choice’s Knowledgethe Knowledge of Foundation Bancorp, there are no material breaches, violations or defaults defaults, or allegations or assertions of such such, by any party thereunder. (b) Each Derivative Transaction outstanding as of the date of this Agreement is listed in Section 3.20(b) of the First Choice Disclosure Schedule, and the financial position of First Choice or First Choice Subsidiary under or with respect thereto has been reflected in the Financial Statements in accordance with GAAP. As of the date of this Agreement, no open exposure of First Choice or First Choice Bank with respect to any such Derivative Transaction (or with respect to multiple Derivative Transactions with a single counterparty) exists. (c) No Derivative Transaction outstanding as of the date of this Agreement wouldTransaction, if were it were to be treated as a Loan held by First Choice or any First Choice Subsidiary as of the date hereofFoundation Bancorp, would be classified as “Other Loans Specially Mentioned,” “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. The financial position of Foundation Bancorp under or with respect to each such Derivative Transaction has been reflected in the books and records of Foundation Bancorp in accordance with GAAP consistently applied. (c) For the 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.