Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. Except as set forth in Section 3.19 of the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State 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 words of similar import. The financial position of Golden State and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereof.

Derivative Transactions. Except as set forth in Section 3.19 5.22 of the Golden State Buyer Disclosure Schedule, since June 30December 31, 19971998, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Buyer 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 words of similar import. The financial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $250,000.

Derivative Transactions. Except as set forth in Section 3.19 4.20 of the Golden State Company Disclosure Schedule, since June 30, 19971998, neither Golden State Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $250,000.

Derivative Transactions. Except as set forth in Section 3.19 4.22 of the Golden State Company Disclosure Schedule, since June 30December 31, 1997, neither Golden State Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $100,000.

Derivative Transactions. Except as set forth in Section 3.19 of the Golden State Disclosure ScheduleSince December 31, since June 30, 19972004, neither Golden State the Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (ia) as agent on the order and for the account of others, others or (iib) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instrumentsinstruments and, in any case, in accordance with all applicable Laws and all directives, policies or guidelines of any Governmental Entity which has bank regulatory jurisdiction over the Company or any of its Subsidiaries. None To the Knowledge of the Company, none of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company or any of its Subsidiariesthe Bank, would be classified as "“Other Loans Specially Mentioned", ",” “Special Mention", ",” “Substandard", ",” “Doubtful", ",” “Loss", ",” “Classified", ",” “Criticized", ",” “Credit Risk Assets", ",” “Concerned Loans" ” or words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State and such Subsidiaries the Company in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth in Section 3.19 3.24 of the Golden State ----------------------- FFY Disclosure Schedule, since June 30, 19971999, neither Golden State FFY nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-dollar denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State FFY 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 words of similar import. The financial position of Golden State FFY and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State FFY and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State FFY or any of its Subsidiaries which has not been previously disclosed in the FFY Reports with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $500,000.

Derivative Transactions. Except as set forth in Section 3.19 4.24 of the Golden State ----------------------- First Place Disclosure Schedule, since June 30, 19971999, neither Golden State First Place nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-dollar denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State First Place 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 words of similar import. The financial position of Golden State First Place and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State First Place and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State First Place or any of its Subsidiaries which has not been previously disclosed in the First Place Reports with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $500,000.

Derivative Transactions. Except as set forth in Section 3.19 4.21 of ------------------------ the Golden State Buyer Disclosure Schedule, since June 30December 31, 1997, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-dollar denominated securities and other financial instruments. None of the counterparties counterparts to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State Buyer 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 words of similar import. The financial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $500,000.

Derivative Transactions. Except as set forth in Section 3.19 4.19 of the Golden State Company Disclosure Schedule, since June 30December 31, 19971999, neither Golden State the Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $250,000.

Derivative Transactions. Except as set forth in Section 3.19 3.23 of the Golden State ----------------------- Company Disclosure Schedule, since June September 30, 1997, neither Golden State Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-dollar denominated securities and other financial instruments. None of the counterparties counterparts to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $500,000.

Derivative Transactions. Except Disclosure Schedule 2.01(ee) sets forth the ----------------------- market value, as set forth of Decembere 31, 1995 of all holdings by Seller or its Subsidiary of positions in Section 3.19 of the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps and any other instrument within the scope of Seller's Board-approved investment policy ("Derivative Instruments"). Except as set forth in Disclosure Schedule 2.01(ee), as of December 31, 1995, and subsequently thereto neither Seller nor its Subsidiary has engaged in any transactions in or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instrumentsinvolving Derivative Instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) loan held by Golden State Seller or any of its SubsidiariesSubsidiary, would be classified as "Other Loans Specially Especially Mentioned", ," "Special Mention", ," "Substandard", ," "Doubtful", ," "Loss", ," "Classified", ," "Criticized", ," "Credit Risk Assets", ," "Concerned Loans" or words of similar import. The financial position of Golden State Seller and its Subsidiaries Subsidiary on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Seller and such Subsidiaries Subsidiary in accordance with GAAP consistently applied, and no open exposure of Golden State Seller or any of its Subsidiaries Subsidiary with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $100,000.

Derivative Transactions. Except as set forth in Section 3.19 of Since December 31, 2001, the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State nor any of its Subsidiaries Bank has not engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (ia) as agent on the order and for the account of others, others or (iib) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instrumentsinstruments and, in any case, in accordance with all applicable Laws and all directives, policies or guidelines of any Governmental Entity which has bank regulatory jurisdiction over the Bank. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State or any of its Subsidiariesthe Bank, would be classified as "Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Credit Risk Assets", "Concerned Loans" or words of similar import. The financial position of Golden State and its Subsidiaries on a consolidated basis the Bank under or with respect to each such instrument has been reflected in the books and records of Golden State and such Subsidiaries the Bank in accordance with GAAP consistently applied, and no open exposure of Golden State or any of its Subsidiaries the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth described in Section 3.19 of the Golden State Disclosure Schedule, since June 30neither the Company, 1997, neither Golden State the Bank nor any of its Subsidiaries has their subsidiaries is engaged in transactions in or involving forwards, futures, options on futures, swaps or other similar derivative instruments except (i) as agent on the order and for the account of othersothers other than Federal Home Loan Bank advances or in connection with mortgage loan secondary market activities in the ordinary course of business consistent with the Bank's past practices. To the extent that the Company or the Bank is engaged in such transactions, or (ii) as principal for purposes to the best knowledge of hedging interest rate risk on U.S. dollar-denominated securities the Company and other financial instruments. None the Bank, none of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company, the Bank or any of its Subsidiariestheir subsidiaries, 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. The financial position of Golden State the Company, the Bank and its Subsidiaries their subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company, the Bank and such Subsidiaries subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State the Company, the Bank or any of its Subsidiaries their subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterpartycounterparts) exists as of the date hereofexceeds $100,000.

Derivative Transactions. Except as set Schedule 3.35 sets forth in Section 3.19 of all holdings by the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State nor Company or any of its Subsidiaries has engaged of positions in transactions in or involving forwards, futures, options on futures, swaps and any other instrument within the scope of the Company's Board-approved investment policy ("Derivative Instruments"). Except as set forth on Schedule 3.35, since June 30, 1997, neither the Company nor any of its Subsidiaries has engaged in any transactions in or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instrumentsinvolving Derivative Instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company or any of its Subsidiaries, would be classified as "Other Loans Specially Especially Mentioned", ," "Special Mention", ," "Substandard", ," "Doubtful", ," "Loss", ," "Classified", ," "Criticized", ," "Credit Risk Assets", ," "Concerned Loans" or words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP generally accepted accounting principles consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $25,000.

Derivative Transactions. Except as set forth in Section 3.19 of the Golden State Disclosure ScheduleSince December 31, since June 30, 19971998, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, others or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State Buyer 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 words of similar import. The financial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $10,000,000.

Derivative Transactions. Except as set forth in Section 3.19 of Since December 31, 2001, the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State nor any of its Subsidiaries Bank has not engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (ia) as agent on the order and for the account of others, others or (iib) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instrumentsinstruments and, in any case, in accordance with all applicable Laws and all directives, policies or guidelines of any Governmental Entity which has bank regulatory jurisdiction over the Bank. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State or any of its Subsidiariesthe Bank, would be classified as "“Other Loans Specially Mentioned"”, "“Special Mention"”, "“Substandard"”, "“Doubtful"”, "“Loss"”, "“Classified"”, "“Criticized"”, "“Credit Risk Assets"”, "“Concerned Loans" ” or words of similar import. The financial position of Golden State and its Subsidiaries on a consolidated basis the Bank under or with respect to each such instrument has been reflected in the books and records of Golden State and such Subsidiaries the Bank in accordance with GAAP consistently applied, and no open exposure of Golden State or any of its Subsidiaries the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth in Section 3.19 4.21 ----------------------- of the Golden State Buyer Disclosure Schedule, since June 30, 1997as of the date hereof, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions is a party to any transaction in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State Buyer 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 words of similar import. The As of the date hereof, the financial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and except as disclosed in such books and records, no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $500,000.

Derivative Transactions. Except as set forth pursuant to those agreements referenced in Section 3.19 5.19 of the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State KSB nor any of its Subsidiaries has the Bank is engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of othersothers other than Federal Home Loan Bank advances or in connection with mortgage loan secondary market activities in the ordinary course of business consistent with the Bank’s past practices. To the extent that KSB or the Bank is engaged in such transactions, or (ii) as principal for purposes to the knowledge of hedging interest rate risk on U.S. dollar-denominated securities KSB and other financial instruments. None the Bank, none of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State KSB or any of its Subsidiariesthe Bank, would be classified as "“Other Loans Specially Mentioned", ",” “Special Mention", ",” “Substandard", ",” “Doubtful", ",” “Loss", ",” “Classified", ",” “Criticized", ",” “Credit Risk Assets", ",” “Concerned Loans" ,” “Watch List”, “Impaired”, “Non-accrual Status” or words of similar import. The financial position of Golden State KSB and its Subsidiaries the Bank on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State KSB and such Subsidiaries the Bank in accordance with GAAP consistently applied, and no open exposure of Golden State KSB or any of its Subsidiaries the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth pursuant to those agreements referenced in Section 3.19 5.19 of the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State KSB nor any of its Subsidiaries has the Bank is engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of othersothers other than Federal Home Loan Bank advances or in connection with mortgage loan secondary market activities in the ordinary course of business consistent with the Bank's past practices. To the extent that KSB or the Bank is engaged in such transactions, or (ii) as principal for purposes to the knowledge of hedging interest rate risk on U.S. dollar-denominated securities KSB and other financial instruments. None the Bank, none of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State KSB or any of its Subsidiariesthe Bank, would be classified as "Other Loans Specially Mentioned", ," "Special Mention", ," "Substandard", ," "Doubtful", ," "Loss", ," "Classified", ," "Criticized", ," "Credit Risk Assets," "Concerned Loans," "Watch List", "Concerned LoansImpaired", "Non-accrual Status" or words of similar import. The financial position of Golden State KSB and its Subsidiaries the Bank on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State KSB and such Subsidiaries the Bank in accordance with GAAP consistently applied, and no open exposure of Golden State KSB or any of its Subsidiaries the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth in Section 3.19 of the Golden State Disclosure ScheduleSince December 31, since June 30, 19971998, neither Golden State Company nor any of its Subsidiaries has engaged in transactions in or involving forwardsfor wards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, others or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth in Section 3.19 5.24 of the Golden State Buyer Disclosure Schedule, since June 30December 31, 1997, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State Buyer 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 words of similar import. The financial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $100,000.

Derivative Transactions. Except as set forth in Section 3.19 of the Golden State Disclosure ScheduleSince December 31, since June 30, 19971998, neither Golden State Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, others or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth pursuant to those agreements ----------------------- referenced in Section 3.19 5.19 of the Golden State Disclosure Schedule, since June 30, 1997, neither Golden State KSB nor any of its Subsidiaries has the Bank is engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of othersothers other than Federal Home Loan Bank advances or in connection with mortgage loan secondary market activities in the ordinary course of business consistent with the Bank's past practices. To the extent that KSB or the Bank is engaged in such transactions, or (ii) as principal for purposes to the knowledge of hedging interest rate risk on U.S. dollar-denominated securities KSB and other financial instruments. None the Bank, none of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State KSB or any of its Subsidiariesthe Bank, would be classified as "Other Loans Specially Mentioned", ," "Special Mention", ," "Substandard", ," "Doubtful", ," "Loss", ," "Classified", ," "Criticized", ," "Credit Risk Assets," "Concerned Loans," "Watch List", "Concerned LoansImpaired", "Non-accrual Status" or words of similar import. The financial position of Golden State KSB and its Subsidiaries the Bank on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State KSB and such Subsidiaries the Bank in accordance with GAAP consistently applied, and no open exposure of Golden State KSB or any of its Subsidiaries the Bank with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $50,000.

Derivative Transactions. Except as set forth in Section 3.19 4.19 of the Golden State Company Disclosure Schedule, since June 30December 31, 19971999, neither Golden State the Company nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging 26 interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State the Company 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 words of similar import. The financial position of Golden State the Company and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State the Company and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State 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) exists as of the date hereofexceeds $250,000.

Derivative Transactions. Except as set forth in Section 3.19 5.24 of the Golden State Buyer Disclosure Schedule, since June 30December 31, 1997, neither Golden State Buyer nor any of its Subsidiaries has engaged in transactions in or involving forwards, futures, options on futures, swaps or other derivative instruments except (i) as agent on the order and for the account of others, or (ii) as principal for purposes of hedging interest rate risk on U.S. dollar-denominated securities and other financial instruments. None of the counterparties to any contract or agreement with respect to any such instrument is in default with respect to such contract or agreement and no such contract or agreement, were it to be a Loan (as defined below) held by Golden State Buyer 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 words of similar import. The financial ▇▇▇▇▇- cial position of Golden State Buyer and its Subsidiaries on a consolidated basis under or with respect to each such instrument has been reflected in the books and records of Golden State Buyer and such Subsidiaries in accordance with GAAP consistently applied, and no open exposure of Golden State Buyer or any of its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists as of the date hereofexceeds $100,000.