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

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad) of the Saratoga Disclosure Schedule, neither Saratoga nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (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 with counterparties reasonably believed by Saratoga to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of 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. 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 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 Saratoga.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad3.3 (cc) of the Saratoga Company's Disclosure ScheduleLetter, neither Saratoga the Company nor any Subsidiary 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 derivatives derivative contract (including various combinations thereof) (each, each a "Derivatives Derivative Contract") or owns securities that (1)are 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 their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by Saratoga 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 be financially responsiblethe date hereof. All of such Derivatives Derivative Contracts or other instruments are legal, valid and binding obligations of Saratoga the Company 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. Saratoga The Company 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 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 Material Adverse Effect on Saratogathe Company.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad3.2(aa) of the Saratoga SJNB Disclosure Schedule, neither Saratoga SJNB nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") Contract or owns securities that (1)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 with counterparties reasonably believed by Saratoga SJNB to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga SJNB or one of its Subsidiaries and, to the best knowledge of SaratogaSJNB, 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. Saratoga SJNB and each of its Subsidiaries and, to the best knowledge of SaratogaSJNB, 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 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 SaratogaSJNB.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad) of the Saratoga Disclosure Schedule-------------------------------------------- Previously Disclosed, neither Saratoga ValliCorp nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (1)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 with counterparties reasonably believed by Saratoga to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga ValliCorp or one of its the ValliCorp 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. Saratoga ValliCorp and each of its the ValliCorp 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 and, to ValliCorp'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 Material Adverse Effect on SaratogaValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad3.2(aa) of the Saratoga Enterbank Disclosure Schedule, neither Saratoga Enterbank nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") Contract or owns securities that (1)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 with counterparties reasonably believed by Saratoga Enterbank to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga Enterbank or one of its Subsidiaries and, to the best knowledge of SaratogaEnterbank, 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. Saratoga Enterbank and each of its Subsidiaries and, to the best knowledge of SaratogaEnterbank, 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 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 SaratogaEnterbank.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad) of the Saratoga Disclosure SchedulePreviously Disclosed, neither Saratoga ValliCorp nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (1)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 with counterparties reasonably believed by Saratoga to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga ValliCorp or one of its the ValliCorp 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. Saratoga ValliCorp and each of its the ValliCorp 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 and, to ValliCorp'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 Material Adverse Effect on SaratogaValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad3.1(af) of the Saratoga SierraWest Disclosure Schedule, neither Saratoga SierraWest nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (1)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 with counterparties reasonably believed by Saratoga SierraWest to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga SierraWest or one of its Subsidiaries and, and to the best knowledge of SaratogaSierraWest, 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. Saratoga SierraWest and each of its Subsidiaries and, and to the best knowledge of SaratogaSierraWest, 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 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 SaratogaSierraWest.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.1(ad3.1(cc) of the Saratoga CGB Disclosure Schedule, neither Saratoga CGB nor any 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 derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (1)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 with counterparties reasonably believed by Saratoga CGB to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of Saratoga CGB or one of its Subsidiaries and, to the best knowledge of SaratogaCGB, 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. Saratoga CGB and each of its Subsidiaries and, to the best knowledge of SaratogaCGB, 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 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 SaratogaCGB.