Common use of Derivatives Contracts; Structured Notes; Etc Clause in Contracts

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc) of the Company's Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative contract (including various combinations thereof) (each a "Derivative Contract") or owns securities that (l) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to the date hereof. All of such Derivative Contracts or other instruments are legal, valid and binding obligations of the Company or one of its Subsidiaries enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect on the Company.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc3.1(ad) of the Company's Saratoga Disclosure LetterSchedule, neither the Company Saratoga nor any of its Subsidiaries Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative derivatives contract (including various combinations thereof) (each each, a "Derivative Derivatives Contract") or owns securities that (l) are 1)are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior with counterparties reasonably believed by Saratoga to the date hereofbe financially responsible. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company Saratoga or one of its Subsidiaries and, to the best knowledge of Saratoga, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company Saratoga and each of its Subsidiaries and, to the best knowledge of Saratoga, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanySaratoga.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc3.2(aa) of the Company's SJNB Disclosure LetterSchedule, neither the Company SJNB nor any of its Subsidiaries Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative contract (including various combinations thereof) (each a "Derivative Contract") Derivatives Contract or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior with counterparties reasonably believed by SJNB to the date hereofbe financially responsible. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company SJNB or one of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company SJNB and each of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanySJNB.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc) of the Company's Disclosure LetterPreviously Disclosed, neither the Company ValliCorp nor any of its Subsidiaries ValliCorp Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative derivatives contract (including various combinations thereof) (each each, a "Derivative Derivatives Contract") or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to the date hereofPreviously Disclosed. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company ValliCorp or one of its the ValliCorp Subsidiaries enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company ValliCorp and each of its the ValliCorp Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the CompanyValliCorp's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect on the CompanyValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc3.1(af) of the Company's SierraWest Disclosure LetterSchedule, neither the Company SierraWest nor any of its Subsidiaries Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative derivatives contract (including various combinations thereof) (each each, a "Derivative Derivatives Contract") or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior with counterparties reasonably believed by SierraWest to the date hereofbe financially responsible. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company SierraWest or one of its Subsidiaries and to the best knowledge of SierraWest, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company SierraWest and each of its Subsidiaries and to the best knowledge of SierraWest, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanySierraWest.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc) of the Company's Disclosure Letter-------------------------------------------- Previously Disclosed, neither the Company WABC nor any of its Subsidiaries WABC Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative contract (including various combinations thereof) (each a "Derivative Contract") Derivatives Contract or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to the date hereofPreviously Disclosed. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company WABC or one of its the WABC Subsidiaries enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company WABC and each of its the WABC Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the CompanyWABC's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect on the CompanyWABC.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc3.1(cc) of the Company's CGB Disclosure LetterSchedule, neither the Company CGB nor any of its Subsidiaries Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative derivatives contract (including various combinations thereof) (each each, a "Derivative Derivatives Contract") or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior with counterparties reasonably believed by CGB to the date hereofbe financially responsible. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company CGB or one of its Subsidiaries and, to the best knowledge of CGB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company CGB and each of its Subsidiaries and, to the best knowledge of CGB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanyCGB.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc) of the Company's Disclosure Letter-------------------------------------------- Previously Disclosed, neither the Company ValliCorp nor any of its Subsidiaries ValliCorp Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative derivatives contract (including various combinations thereof) (each each, a "Derivative Derivatives Contract") or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to the date hereofPreviously Disclosed. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company ValliCorp or one of its the ValliCorp Subsidiaries enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company ValliCorp and each of its the ValliCorp Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the CompanyValliCorp's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect on the CompanyValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc3.2(aa) of the Company's Enterbank Disclosure LetterSchedule, neither the Company Enterbank nor any of its Subsidiaries Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative contract (including various combinations thereof) (each a "Derivative Contract") Derivatives Contract or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior with counterparties reasonably believed by Enterbank to the date hereofbe financially responsible. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company Enterbank or one of its Subsidiaries and, to the best knowledge of Enterbank, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company Enterbank and each of its Subsidiaries and, to the best knowledge of Enterbank, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the Company's knowledge, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect material adverse effect on the CompanyEnterbank.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.3 (cc) of the Company's Disclosure LetterPreviously Disclosed, neither the Company WABC nor any of its Subsidiaries WABC Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivative contract (including various combinations thereof) (each a "Derivative Contract") Derivatives Contract or owns securities that (l1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business, consistent with safe and sound banking practices and regulatory guidance, and listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to the date hereofPreviously Disclosed. All of such Derivative Derivatives Contracts or other instruments are legal, valid and binding obligations of the Company WABC or one of its the WABC Subsidiaries enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. The Company WABC and each of its the WABC Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the CompanyWABC's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a Material Adverse Effect on the CompanyWABC.