Common use of Loan Portfolio; Allowance; Asset Quality Clause in Contracts

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC Bank's audited statement of condition at June 30, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFC's Reports for periods ending after June 30, 1997 will, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently applied. (iii) RCFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import included in any non-performing assets of RCFC or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC Bayonne or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFCBayonne's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC Bayonne nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Bayonne or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankBayonne's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCBayonne; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCBayonne; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankBayonne's audited statement of condition at June 30March 31, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCBayonne's Reports for periods ending after June 30December 31, 1997 will, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently applied. (iii) RCFCBayonne's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC Bayonne and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC Bayonne and its Subsidiaries shall promptly after the end of any month inform Bayonne RCFC of any such classification arrived at any time after the date hereof. The OREO other real estate owned ("OREO") or words of similar import included in any non-performing assets of RCFC Bayonne or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC SCCB or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of SCCB: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC SCCB nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC SCCB or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankSCCB's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCSCCB; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCSCCB; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankSCCB's audited statement of condition at June 30, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCSCCB's Reports for periods ending after June 30, 1997 will1998 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFCSCCB's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC SCCB and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC SCCB and its Subsidiaries shall promptly after the end of any month inform Bayonne UFB of any such classification arrived at any time after the date hereof. The OREO or words of similar import other real estate owned ("OREO") included in any non-performing assets of RCFC SCCB or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC LISB or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of LISB: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC LISB nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC LISB or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankLISB's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCLISB; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCLISB; (F) there is no pending or threatened litigation or proceeding pending or threatened relating to the property that which serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankLISB's audited statement of condition at June September 30, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFC's its Reports for periods ending after June September 30, 1997 will1997, in the opinion of managementwere and will be, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFC's The Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC LISB and its Subsidiaries that have been classified by any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC LISB and its Subsidiaries shall promptly after the end of any month inform Bayonne AFC of any such classification arrived at any time after the date hereof. The OREO or words of similar import Other Real Estate Owned ("OREO") included in any non-performing assets of RCFC LISB or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC SouthBanc or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) to the knowledge of SouthBanc, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC SouthBanc nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan loan file; (C) RCFC SouthBanc or a Subsidiary of SouthBanc is the sole holder of legal and beneficial title to each Loan loan (or RCFC BankSouthBanc's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCSouthBanc or a Subsidiary of SouthBanc; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; loan, except as otherwise referenced on the books and records of RCFCSouthBanc; (F) to the knowledge of SouthBanc, there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan loan that would have a Material Adverse Effect upon the related Loanloan; and (G) with respect to a Loan loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankSouthBanc's audited statement of condition balance sheet at June September 30, 1997 1999 was, and the allowance for possible losses shown on the balance sheets in RCFCSouthBanc's Reports for periods ending after June September 30, 1997 will1999, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFC's Disclosure Letter Schedule 2.2(s) sets forth by category the amounts a true and complete listing, as --------------- of December 31, 1999, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; and (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof. (iv) To the knowledge of SouthBanc, neither SouthBanc nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of SouthBanc or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC SouthBanc or any of its Subsidiaries is listed on Schedule 2.2(s) and is carried net of reserves at the --------------- lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan, lease, advance, credit enhancement, guarantee, other extension of credit, commitment and interest-bearing asset of Target and Target Bank (collectively, "LOANS") owned by RCFC Target or its Subsidiaries Target Bank in whole or in part, to RCFC's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC Target nor any Target Bank, nor, to the knowledge of its Subsidiaries nor Target, any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Target or a Subsidiary Target Bank is the sole holder of legal and beneficial title to each Loan (or RCFC Target's or Target Bank's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCTarget or Target Bank; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (GF) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankTarget's audited consolidated statement of financial condition at June 30, 1997 1999 was, and the allowance for possible losses shown on the balance sheets in RCFCTarget's Reports for periods ending after June 30, 1997 will1999, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCTarget's Disclosure Letter sets forth by category the amounts a true and complete listing, as of March 31, 2000, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) for which a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and (C) Loans with any director, executive officer or five percent or greater stockholder of Target or Target Bank or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing, including the amounts thereof. (iv) Neither Target nor Target Bank is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of Target or Target Bank that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC Target or any of its Subsidiaries Target Bank is listed in Target's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 monthssubsequent to March 31, 1999.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC MBLA or its Subsidiaries in whole or in part, to RCFCMBLA's best knowledge: knowledge (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; , (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; loan file and (EC) there MBLA or one of its Subsidiaries is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; sole holder of legal and beneficial title to each loan reflected in the consolidated financial statements of MBLA except as otherwise referenced disclosed in the applicable loan file or on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding MBLA and enforceableits Subsidiaries. (ii) The allowance for possible loan losses reflected in RCFC BankMBLA's audited statement of financial condition at June 30December 31, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCMBLA's Reports for periods ending after June 30December 31, 1997 will1998 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable adequate to stock savings associations consistently appliedprovide for losses inherent in MBLA's loan portfolio. (iii) RCFCMBLA's Disclosure Letter sets forth by category the amounts a true and complete listing, as of March 31, 1999, of (A) all loans, leases, advances, credit enhancements, guarantees, other extensions of credit, commitments and interest-bearing assets of RCFC MBLA and its Subsidiaries (collectively, "LOANS") that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and (C) Loans with any director, executive officer or five percent or greater stockholder of MBLA or any of its Subsidiaries or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing, including the amounts thereof. To the knowledge of MBLA, neither MBLA nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental entity. Any asset of MBLA or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC MBLA or any of its Subsidiaries is listed in MBLA's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC JSB or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of JSB: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC JSB nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC JSB or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankJSB's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCJSB; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed changed, except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCJSB; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect material adverse effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankJSB's audited statement of condition at June 30December 31, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCJSB's Reports for periods ending after June 30December 31, 1997 will1998 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCJSB's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC JSB and its Subsidiaries that have been classified by any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC JSB and its Subsidiaries shall promptly after the end of any month inform Bayonne NFB of any such classification arrived at any time after the date hereof. The OREO or words of similar import other real estate owned ("OREO") included in any non-performing assets of RCFC JSB or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent management appraisals or evaluations or current management appraisals or evaluationsto the extent material; provided, however, that "current" shall mean within the past 12 months. JSB's Disclosure Letter sets forth a list of the unsold co-operative shares owned by JSB or its Subsidiaries.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC Seller or its Subsidiaries the Seller Bank in whole or in partpart (each, a “Loan”), to RCFC's the best knowledgeknowledge of Seller: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity; (B) neither RCFC Seller nor any of its Subsidiaries the Seller Bank nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfiedsatisfied (other than the ordinary amortization of principal or prepayment of principal as permitted by the applicable loan documents), canceled or subordinated the note or any of the related security documents documents, in each case except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Seller or a Subsidiary the Seller Bank is the sole holder of legal and beneficial title to each Loan (or RCFC Seller’s or the Seller Bank's ’s applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Loan; except as otherwise referenced on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened threatened, relating to the property that which serves as security for a Loan that would have a Material Adverse Effect material adverse effect upon the related Loan; and; (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable and the interest in such Loan of Seller or the Seller Bank created by such participation would not be a part of the insolvency estate of the Loan originator or other third party upon the insolvency thereof; and (H) each Loan secured by a mortgage on residential property (except for construction loans) was originated by a bank, thrift, other HUD-approved lender, licensed mortgage broker or insurance company. (ii) The allowance for possible losses reflected in RCFC Bank's audited statement of condition at June 30Classified Loan Statement, 1997 wasdated the date hereof, and the allowance for possible losses shown on the balance sheets in RCFC's Reports for periods ending after June 30provided by Seller Bank to Purchaser, 1997 willsets forth, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently applied. (iii) RCFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC Seller and its Subsidiaries the Seller Bank that have been classified (whether regulatory by any officer of the Seller Bank responsible for loan review or internal) by any bank examiner as "“Other Loans Specially Mentioned," "” “Special Mention," "” “Substandard," "” “Doubtful," "” “Loss," "” “Classified," "” “Criticized," "” “Credit Risk Assets," "” “Concerned Loans" ” (in the latter two cases, to the extent available) or words of similar import, and RCFC Seller and its Subsidiaries the Seller Bank shall promptly after the end of any month inform Bayonne Purchaser of any such classification arrived at any time after the date hereof. The OREO or words of similar import included in any non-performing assets of RCFC or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC Haven or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of Haven: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC Haven nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Haven or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankHaven's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCHaven; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCHaven; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect material adverse effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankHaven's audited statement statements of condition at June 30December 31, 1997 was1999 and March 31, 2000 (unaudited) were, and the allowance for possible losses shown on the balance sheets in RCFCHaven's Reports for periods ending after June 30March 31, 1997 will2000 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles GAAP applicable to stock savings associations banks consistently applied. (iii) RCFCHaven's Disclosure Letter sets forth forth, as of May 31, 2000, by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC Haven and its Subsidiaries that have been classified by any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import other real estate owned ("OREO") included in any non-performing assets of RCFC Haven or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent management appraisals or evaluations or current management appraisals or evaluationsto the extent material; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC CNS or its Subsidiaries in whole or in part, to RCFCCNS's best knowledge: knowledge (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; , (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; loan file and (EC) there CNS or one of its Subsidiaries is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; sole holder of legal and beneficial title to each loan reflected in the consolidated financial statements of CNS except as otherwise referenced disclosed in the applicable loan file or on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding CNS and enforceableits Subsidiaries. (ii) The allowance for possible loan losses reflected in RCFC BankCNS's audited statement of financial condition at June 30December 31, 1997 1998 was, and the allowance for possible loan losses shown on the balance sheets in RCFCCNS's Reports for periods ending after June 30December 31, 1997 will1998 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable adequate to stock savings associations consistently appliedprovide for losses inherent in CNS's loan portfolio. (iii) RCFCCNS's Disclosure Letter sets forth by category the amounts a true and complete listing, as of September 30, 1999, of (A) all loans, leases, advances, credit enhancements, guarantees, other extensions of credit, commitments and interest-bearing assets of RCFC CNS and its Subsidiaries (collectively, "LOANS") that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and (C) Loans with any director, executive officer or five percent or greater stockholder of CNS or any of its Subsidiaries or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing, including the amounts thereof. To the knowledge of CNS, neither CNS nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental entity. Any asset of CNS or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC CNS or any of its Subsidiaries is listed in CNS's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC AFH or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) to the knowledge of AFH, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC AFH nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan loan file; (C) RCFC AFH or a Subsidiary of AFH is the sole holder of legal and beneficial title to each Loan loan (or RCFC BankAFH's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCAFH or a Subsidiary of AFH; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; loan, except as otherwise referenced on the books and records of RCFCAFH; (F) to the knowledge of AFH, there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan loan that would have a Material Adverse Effect upon the related Loanloan; and (G) with respect to a Loan loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankAFH's audited statement of condition balance sheet at June 30December 31, 1997 2000 was, and the allowance for possible losses shown on the balance sheets in RCFCAFH's Reports for periods ending after June 30December 31, 1997 will2000, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFC's Disclosure Letter Schedule 2.2(s) sets forth by category the amounts a true and complete listing, --------------- as of June 30, 2001, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; and (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof. (iv) To the knowledge of AFH, neither AFH nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of AFH or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC AFH or any of its Subsidiaries is listed on Schedule 2.2(s) and is carried net of reserves at the lower of cost or --------------- fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan, lease, advance, credit enhancement, guarantee, other extension of credit, commitment and interest-bearing asset of Target and Target Bank (collectively, "Loans") owned by RCFC Target or its Subsidiaries Target Bank in whole or in part, to RCFC's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC Target nor any Target Bank, nor, to the knowledge of its Subsidiaries nor Target, any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Target or a Subsidiary Target Bank is the sole holder of legal and beneficial title to each Loan (or RCFC Target's or Target Bank's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCTarget or Target Bank; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (GF) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankTarget's audited consolidated statement of financial condition at June 30, 1997 1999 was, and the allowance for possible losses shown on the balance sheets in RCFCTarget's Reports for periods ending after June 30, 1997 will1999, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCTarget's Disclosure Letter sets forth by category the amounts a true and complete listing, as of March 31, 2000, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) for which a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and (C) Loans with any director, executive officer or five percent or greater stockholder of Target or Target Bank or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing, including the amounts thereof. (iv) Neither Target nor Target Bank is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of Target or Target Bank that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC Target or any of its Subsidiaries Target Bank is listed in Target's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 monthssubsequent to March 31, 1999.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan (as defined in Section 8.1) owned by RCFC Harbor or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) to the knowledge of Harbor, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (B) neither RCFC Harbor nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC Harbor or a Subsidiary of Harbor is the sole holder of legal and beneficial title to each Loan (or RCFC BankHarbor's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCHarbor or a Subsidiary of Harbor; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) to the knowledge of Harbor, there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCHarbor; (F) to the knowledge of Harbor, there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (ii) The allowance for possible loan losses reflected in RCFC BankHarbor's audited statement of condition balance sheet at June 30March 31, 1997 1999 was, and the allowance for possible losses shown on the balance sheets in RCFCHarbor's Reports for periods ending after June 30March 31, 1997 will1999, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCHarbor's Disclosure Letter sets forth by category the amounts a true and complete listing, as of March 31, 2000, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; and (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof. (iv) To the knowledge of Harbor, neither Harbor nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of Harbor or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC Harbor or any of its Subsidiaries is listed in Harbor's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC the Company or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of the Company: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC the Company nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled cancelled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC the Company or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bankthe Company's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCthe Company; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled cancelled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or pending, threatened condemnation proceeding or similar proceeding affecting the property that which serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCthe Company; (F) there is no litigation or proceeding pending or threatened pending, threatened, relating to the property that which serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC Bankthe Company's audited statement of condition at June 30December 31, 1997 1996 was, and the allowance for possible losses shown on the balance sheets in RCFC's its Reports for periods ending after June 30December 31, 1997 will1996 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFC's The Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC the Company and its Subsidiaries that have been classified by any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC the Company and its Subsidiaries shall promptly after the end of any month inform Bayonne the Parent of any such classification arrived at any time after the date hereof. The OREO or words of similar import Other Real Estate Owned ("OREO") included in any non-performing assets of RCFC the Company or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC TRFC or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of TRFC: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC TRFC nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC TRFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankTRFC's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCTRFC; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCTRFC; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankTRFC's audited statement of condition at June 30December 31, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFCTRFC's Reports for periods ending after June 30December 31, 1997 willwill be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFCTRFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC TRFC and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC TRFC and its Subsidiaries shall promptly after the end of any month inform Bayonne RBI of any such classification arrived at any time after the date hereof. The OREO or words of similar import other real estate owned ("OREO") included in any non-performing assets of RCFC TRFC or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan (as defined in SECTION 8.1) owned by RCFC Target or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) the The note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their termsterms except where the failure thereof, individually or in the aggregate, would not have a Material Adverse Effect on Target and except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, and similar laws affecting creditors' rights and remedies generally and, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity; (B) neither RCFC Target nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan filefile or as would not have a Material Adverse Effect on Target; (C) RCFC Target or a Subsidiary of Target is the sole holder of legal and beneficial title to each Loan (or RCFC BankTarget's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCTarget or a Subsidiary of Target; (D) the original note and the related security documents, copies of which documents are included in the Loan files, and copies of any documents in the Loan files are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or or, to the knowledge of Target, threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCTarget; (F) to the knowledge of Target, there is no litigation or proceeding pending or or, to the knowledge of Target, threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect material adverse effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable against Target or its Subsidiaries in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (ii) The allowance for possible loan losses reflected in RCFC BankTarget's audited statement of condition balance sheet at June 30December 31, 1997 2000 was, and the allowance for possible loan losses shown on the balance sheets in RCFCTarget's Reports for periods ending after June 30December 31, 1997 will2000, in the opinion of management, was or will be adequateadequate to provide for all known and reasonably estimable losses, as net of any recoveries relating to such extensions of credit previously charged off, on the dates thereofLoans, under generally accepted accounting principles such allowance for loan losses complying in all material respects with all applicable to stock savings associations consistently appliedloan loss reserve requirements established in accordance with GAAP. (iii) RCFCTarget's Disclosure Letter sets forth by category the amounts a true and complete listing, as of August 31, 2001, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; and (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended by Target or a Subsidiary of Target due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof. (iv) Neither Target nor any of its Subsidiaries is a party to any Loan that is in violation, in any material respect, of any law, regulation or rule of any Governmental Entity. Any asset of Target or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC Target or any of its Subsidiaries is listed in Target's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan (as defined in SECTION 8.1) owned by RCFC ABC or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) to the knowledge of ABC, the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC ABC nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan loan file; (C) RCFC ABC or a Subsidiary of ABC is the sole holder of legal and beneficial title to each Loan loan (or RCFC BankABC's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCABC or a Subsidiary of ABC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; (E) there is no pending or or, to the knowledge of ABC, threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; loan, except as otherwise referenced on the books and records of RCFCABC; (F) to the knowledge of ABC, there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan loan that would have a Material Adverse Effect upon the related Loanloan; and (G) with respect to a Loan loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankABC's audited statement of condition balance sheet at June 30December 31, 1997 2000 was, and the allowance for possible losses shown on the balance sheets in RCFCABC's Reports for periods ending after June 30December 31, 1997 will2000, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFC's Disclosure Letter Schedule 2.1(s) sets forth by category the amounts a true and complete listing, --------------- as of June 30, 2001, of: (A) all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries Loans that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import listed by category, including the amounts thereof; and (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof. (iv) To the knowledge of ABC, neither ABC nor any of its Subsidiaries is a party to any Loan that is in violation of any law, regulation or rule of any Governmental Entity. Any asset of ABC or any of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC ABC or any of its Subsidiaries is listed on Schedule 2.1(s) and is carried net of reserves at the lower of cost or --------------- fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC RBI or its Subsidiaries in whole or in part, to RCFC's the best knowledgeknowledge of RBI: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC RBI nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC RBI or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC RBI Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFCRBI; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFCRBI; (F) there is no litigation or proceeding pending or threatened threatened, relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankRBI's audited statement of condition at June 30December 31, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFCRBI's Reports for periods ending after June 30December 31, 1997 willwill be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFCRBI's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC RBI and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC RBI and its Subsidiaries shall promptly after the end of any month inform Bayonne TRFC of any such classification arrived at any time after the date hereof. The OREO or words of similar import included in any non-performing assets of RCFC RBI or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC Seller or its Subsidiaries in whole or in part, to RCFC's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; , without valid set-offs or counterclaims and (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; . To the knowledge of Seller (Ex) there is no pending or threatened condemnation proceeding or similar proceeding affecting all notes, evidences of indebtedness and agreements for the property that serves payment of money and all related documents, instruments, papers and other security agreements of Seller S&L applicable thereto, are bona fide, are genuine as security to signatures of all makers, endorsers and guarantors, and were given for a Loanvalid consideration; (y) all collateral securing such indebtedness existed at the disbursement of the funds which created the indebtedness; and (z) except as otherwise referenced on may be disclosed in the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened Seller S&L relating to its loans, Seller S&L has made no affirmative or negative oral or written commitments which would materially impair the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form enforcement of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) any of Seller S&L's loans. The allowance for possible loan losses reflected in RCFC BankSeller's audited statement of financial condition at June September 30, 1997 1999, was, and the allowance for possible loan losses shown on the balance sheets in RCFCSeller's Reports for periods ending after June September 30, 1997 will1999, was or will be, in the opinion of Seller's management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable adequate to stock savings associations consistently appliedprovide for losses inherent in Seller's loan portfolio. (iii) RCFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne of any such classification arrived at any time after the date hereof. The OREO or words of similar import included in any non-performing assets of RCFC or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan (including advances made pursuant to letters of credit) owned by RCFC CBES or its Subsidiaries in whole or in part, to RCFCCBES's best knowledge: knowledge (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; , (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; loan file and (EC) there CBES or one of its Subsidiaries is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; sole holder of legal and beneficial title to each loan reflected in the consolidated financial statements of CBES except as otherwise referenced disclosed in the applicable loan file or on the books and records of RCFC; CBES and its Subsidiaries. To the knowledge of CBES (Fx) there is no litigation or proceeding pending or threatened all notes, evidences of indebtedness and agreements for the payment of money and all related documents, instruments, papers and other agreements for the payment of money and all related documents, instruments, papers and other security agreements of Community Bank, applicable thereto, are bona fide, are genuine as to signatures of all makers, endorsers, and guarantors, and were given for valid consideration; (y) all collateral securing such indebtedness existed at the disbursement of the funds which created the indebtedness; and (z) except as may be disclosed in the books and records of Community Bank relating to its loans, Community Bank has made no affirmative or negative oral or written commitments which would materially impair the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form enforcement of a participation, the participation documentation is legal, valid, binding and enforceableany of Community Bank's loans. (ii) The allowance for possible loan losses reflected in RCFC BankCBES's audited statement of financial condition at June 30, 1997 2002 (unaudited) was, and the allowance for possible loan losses shown on the balance sheets in RCFCCBES's Reports for periods ending after June 30, 1997 will2002 (unaudited) will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable adequate to stock savings associations consistently appliedprovide for losses inherent in CBES's loan portfolio. (iii) RCFCCBES's Disclosure Letter sets forth by category the amounts a true and complete listing, as of June 30, 2002, of (A) all loans, leases, advances, credit enhancements, guarantees, other extensions of credit, commitments and interest-bearing assets of RCFC CBES and its Subsidiaries (collectively, "Loans") that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non- accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and RCFC and (C) Loans with any director, executive officer or five percent or greater stockholder of CBES or any of its Subsidiaries shall promptly after or any person, corporation or enterprise controlling, controlled by or under common control with any of the end foregoing, including the amounts thereof. To the knowledge of CBES, neither CBES nor any of its Subsidiaries is a party to any Loan that is in violation of any month inform Bayonne law, regulation or rule of any such classification arrived at Governmental Entity. Any asset of CBES or any time after the date hereof. The OREO of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC CBES or any of its Subsidiaries is listed in CBES's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan (including advances made pursuant to letters of credit) owned by RCFC CBES or its Subsidiaries in whole or in part, to RCFCCBES's best knowledge: knowledge (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; , (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; loan file and (EC) there CBES or one of its Subsidiaries is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; sole holder of legal and beneficial title to each loan reflected in the consolidated financial statements of CBES except as otherwise referenced disclosed in the applicable loan file or on the books and records of RCFC; CBES and its Subsidiaries. To the knowledge of CBES (Fx) there is no litigation or proceeding pending or threatened all notes, evidences of indebtedness and agreements for the payment of money and all related documents, instruments, papers and other agreements for the payment of money and all related documents, instruments, papers and other security agreements of Community Bank, applicable thereto, are bona fide, are genuine as to signatures of all makers, endorsers, and guarantors, and were given for valid consideration; (y) all collateral securing such indebtedness existed at the disbursement of the funds which created the indebtedness; and (z) except as may be disclosed in the books and records of Community Bank relating to its loans, Community Bank has made no affirmative or negative oral or written commitments which would materially impair the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form enforcement of a participation, the participation documentation is legal, valid, binding and enforceableany of Community Bank's loans. (ii) The allowance for possible loan losses reflected in RCFC BankCBES's audited statement of financial condition at June 30, 1997 2002 (unaudited) was, and the allowance for possible loan losses shown on the balance sheets in RCFCCBES's Reports for periods ending after June 30, 1997 will2002 (unaudited) will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable adequate to stock savings associations consistently appliedprovide for losses inherent in CBES's loan portfolio. (iii) RCFCCBES's Disclosure Letter sets forth by category the amounts a true and complete listing, as of June 30, 2002, of (A) all loans, leases, advances, credit enhancements, guarantees, other extensions of credit, commitments and interest-bearing assets of RCFC CBES and its Subsidiaries (collectively, "Loans") that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, listed by category, including the amounts thereof; (B) Loans (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on a non-accrual status, (3) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower's ability to pay in accordance with such initial terms, or (4) where a specific reserve allocation exists in connection therewith, listed by category, including the amounts thereof; and RCFC and (C) Loans with any director, executive officer or five percent or greater stockholder of CBES or any of its Subsidiaries shall promptly after or any person, corporation or enterprise controlling, controlled by or under common control with any of the end foregoing, including the amounts thereof. To the knowledge of CBES, neither CBES nor any of its Subsidiaries is a party to any Loan that is in violation of any month inform Bayonne law, regulation or rule of any such classification arrived at Governmental Entity. Any asset of CBES or any time after the date hereof. The OREO of its Subsidiaries that is classified as "Real Estate Owned" or words of similar import that is included in any non-performing assets of RCFC CBES or any of its Subsidiaries is listed in CBES's Disclosure Letter and is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC First Capital or its Subsidiaries in whole or in part, to RCFCFirst Capital's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC First Capital nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan loan file; (C) RCFC First Capital or a Subsidiary of First Capital is the sole holder of legal and beneficial title to each Loan loan (or RCFC BankFirst Capital's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCFirst Capital or a Subsidiary; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; loan, except as otherwise referenced on the books and records of RCFCFirst Capital; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan loan that would have a Material Adverse Effect upon the related Loanloan; and (G) with respect to a Loan loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankFirst Capital's audited statement of condition at June 30, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCFirst Capital's Reports for periods ending after June 30, 1997 will1998, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCFirst Capital's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC First Capital and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentionedspecial mention," "Special Mentionsubstandard," "Substandarddoubtful," "Doubtfulloss," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC First Capital and its Subsidiaries First Federal shall promptly after the end of any month inform Bayonne HCB of any such classification arrived at any time after the date hereof. The OREO "real estate owned" or words of similar import included in any non-performing assets of RCFC First Capital or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan owned by RCFC or its Subsidiaries in whole or in part, to the best knowledge of RCFC's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC nor any of its Subsidiaries nor any prior holder of a Loan has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC Bank's applicable participation interest, as applicable); except as otherwise referenced on the books and records of RCFC; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; except as otherwise referenced on the books and records of RCFC; (F) there is no litigation or proceeding pending or threatened threatened, relating to the property that serves as security for a Loan that would have a Material Adverse Effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC Bank's audited statement of condition at June 30, 1997 was, and the allowance for possible losses shown on the balance sheets in RCFC's Reports for periods ending after June 30, 1997 will, in the opinion of management, 1998 will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations banks consistently applied. (iii) RCFC's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC and its Subsidiaries shall promptly after the end of any month inform Bayonne Ironbound of any such classification arrived at any time after the date hereof. The OREO or words of similar import included in any non-performing assets of RCFC or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; provided, however, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC HCB or its Subsidiaries in whole or in part, to RCFCHCB's best knowledge: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC HCB nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan loan file; (C) RCFC HCB or a Subsidiary of HCB is the sole holder of legal and beneficial title to each Loan loan (or RCFC BankHCB's or its Subsidiary's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCHCB or a Subsidiary of HCB; (D) the note and the related security documents, copies of which are included in the Loan loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed except as otherwise disclosed by documents in the applicable Loan loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; loan, except as otherwise referenced on the books and records of RCFCHCB; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan loan that would have a Material Adverse Effect upon the related Loanloan; and (G) with respect to a Loan loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceableenforceable in accordance with its terms. (ii) The allowance for possible loan losses reflected in RCFC BankHCB's audited statement of condition at June 30December 31, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCHCB's Reports for periods ending after June 30December 31, 1997 will1998, in the opinion of management, was or will be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCHCB's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC HCB and its Subsidiaries that have been classified (whether regulatory or internal) as "Other Loans Specially Mentionedspecial mention," "Special Mentionsubstandard," "Substandarddoubtful," "Doubtful,loss" "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC HCB and its Subsidiaries shall promptly after the end of any month inform Bayonne First Capital of any such classification arrived at any time after the date hereof. The OREO "other real estate owned" or words of similar import included in any non-performing assets of RCFC HCB or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent appraisals or evaluations or current management appraisals or evaluations; providedPROVIDED, howeverHOWEVER, that "current" shall mean within the past 12 months.

Loan Portfolio; Allowance; Asset Quality. (i) With respect to ---------------------------------------- each Loan loan owned by RCFC JSB or its Subsidiaries in whole or in partpart (each, a "Loan"), to RCFC's the best knowledgeknowledge of JSB: (A) the note and the related security documents are each legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms; (B) neither RCFC JSB nor any of its Subsidiaries Subsidiaries, nor any prior holder of a Loan Loan, has modified the note or any of the related security documents in any material respect or satisfied, canceled or subordinated the note or any of the related security documents except as otherwise disclosed by documents in the applicable Loan file; (C) RCFC JSB or a Subsidiary is the sole holder of legal and beneficial title to each Loan (or RCFC BankJSB's applicable participation interest, as applicable); , except as otherwise referenced on the books and records of RCFCJSB; (D) the note and the related security documents, copies of which are included in the Loan files, are true and correct copies of the documents they purport to be and have not been suspended, amended, modified, canceled or otherwise changed changed, except as otherwise disclosed by documents in the applicable Loan file; (E) there is no pending or threatened condemnation proceeding or similar proceeding affecting the property that serves as security for a Loan; , except as otherwise referenced on the books and records of RCFCJSB; (F) there is no litigation or proceeding pending or threatened relating to the property that serves as security for a Loan that would have a Material Adverse Effect material adverse effect upon the related Loan; and (G) with respect to a Loan held in the form of a participation, the participation documentation is legal, valid, binding and enforceable. (ii) The allowance for possible losses reflected in RCFC BankJSB's audited statement of condition at June 30December 31, 1997 1998 was, and the allowance for possible losses shown on the balance sheets in RCFCJSB's Reports for periods ending after June 30December 31, 1997 will1998 will be, in the opinion of management, be adequate, as of the dates thereof, under generally accepted accounting principles applicable to stock savings associations consistently appliedGAAP. (iii) RCFCJSB's Disclosure Letter sets forth by category the amounts of all loans, leases, advances, credit enhancements, other extensions of credit, commitments and interest-bearing assets of RCFC JSB and its Subsidiaries that have been classified by any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans" (in the latter two cases, to the extent available) or words of similar import, and RCFC JSB and its Subsidiaries shall promptly after the end of any month inform Bayonne NFB of any such classification arrived at any time after the date hereof. The OREO or words of similar import other real estate owned ("OREO") included in any non-performing assets of RCFC JSB or any of its Subsidiaries is carried net of reserves at the lower of cost or fair value, less estimated selling costs, based on current independent management appraisals or evaluations or current management appraisals or evaluationsto the extent material; provided, however, that "current" shall mean within the past 12 months. JSB's Disclosure Letter sets forth a list of the unsold cooperative shares owned by JSB or its Subsidiaries.