Common use of Loan Portfolio and Reserve for Loan Losses Clause in Contracts

Loan Portfolio and Reserve for Loan Losses. (a) All evidences of indebtedness and leases of the Bank (together, the “Loans”), including any renewals and extensions of any Loan, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. The Bank has not entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. To the Company’s Knowledge, there is no valid claim or defense to the enforcement of any Loan and none has been asserted, and the Bank is not aware of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense. (b) The credit files of the Bank contain all material information (excluding general, local or national industry, economic or similar conditions) Known to the Company that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectibility of the loan portfolio of the Bank (including loans that will be outstanding if it advances funds it is obligated to advance). (c) The allowance for loan losses shown on the Company Financial Statements as of December 31, 2011 was, and the allowance for loan losses to be shown on any financial statements of the Company or the Bank or Call Reports of the Bank as of any date subsequent to the execution of this Agreement will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of the Company, adequate in all respects to provide for all possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of the Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit); provided, however, that no representation or warranty is made as to the sufficiency of collateral securing or the collectibility of such loans.

Loan Portfolio and Reserve for Loan Losses. (a) All evidences With respect to the loans of indebtedness Express reflected as assets in the Express Financial Statements as of June 30, 2005 and leases of the Bank all currently outstanding loans (togethercollectively, the “Loans”), including any renewals and extensions of any Loanother than as set forth in Schedule 3.11, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and (i) each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a was the valid and binding obligation of the obligor thereundernamed therein, enforceable in accordance with the terms thereof, except as where the enforceability thereof may be limited by bankruptcyfailure thereof, insolvency individually or other laws affecting creditors’ rightsin the aggregate, would not have had a Material Adverse Effect on Express and all actions necessary to protect any related security interest have been duly taken. The Bank has not entered into any (ii) there are no oral modifications or amendments or additional agreements related to the Loans that are not reflected in its Express’ records. To the Company’s Knowledge, there is and no valid claim or defense as to the enforcement of any Loan and none has been asserted, asserted and the Bank Express is not aware of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense, except where such claim would not have, individually or in the aggregate, a Material Adverse Effect on Express. (b) The credit files of the Bank contain all material information (excluding general, local or national industry, economic or similar conditions) Known to the Company that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectibility of the loan portfolio of the Bank (including loans that will be outstanding if it advances funds it is obligated to advance). (c) The allowance for loan losses shown on the Company Express Financial Statements as of December 31June 30, 2011 2005, was, and the allowance for loan losses to be shown on any financial statements of the Company or the Bank or Call Reports of the Bank Express as of any date subsequent to the execution of this Agreement will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulationsof such dates, and in the reasonable opinion judgment of the Companymanagement of Express, adequate in all respects to provide for all possible losses, net of recoveries relating to loans previously charged off, on in respect of Loans outstanding (including accrued interest receivable) of the Bank Express and other extensions of credit (including letters of credit or commitments to make loans or extend credit), and the allowance for loan losses has been established in accordance with GAAP as applied to banking institutions and all applicable rules and regulations; provided, however, that no representation or warranty is made as to the sufficiency of collateral securing or the collectibility of such loans.

Loan Portfolio and Reserve for Loan Losses. (a) All evidences of indebtedness to which CBI or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and leases of the Bank (togethercollectively, the “Loans”), including any renewals and extensions of any Loan, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest Security Interest have been duly taken. The Bank Neither CBI nor any of its Subsidiaries, nor any of their respective directors, officers or employees, has not entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its recordsrecords or that provides for repayment of any Loan in a manner different than as set forth in the note evidencing or credit agreement or Security Interest relating to such Loan. To the Company’s Knowledge, there There is no valid claim or defense to the enforcement of any Loan and none has been asserted, and the Bank is not aware CBI has no knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense. (b) The credit files of the Bank CBI and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) Known known to the Company CBI or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectibility collectability of the loan Loan portfolio of the Bank CBI or any of its Subsidiaries (including loans Loans that will be outstanding if it advances funds it is obligated to advance). (c) The allowance for loan losses shown on the Company CBI Financial Statements as of December March 31, 2011 2019, was, and the allowance for loan losses to be shown on any financial statements of the Company CBI or the Bank CSB or Call Consolidated Reports of the Bank Condition and Income of CSB as of any date subsequent to the execution of this Agreement will shall be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of the Companymanagement, adequate in all respects to provide for all possible probable losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of the Bank CBI or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit); provided, however, that no representation or warranty is made as to the sufficiency of collateral securing or the collectibility collectability of such loansLoans.

Loan Portfolio and Reserve for Loan Losses. (a) All evidences of indebtedness and leases of the Bank Company or any of its Subsidiaries (togetherindividually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any Loan, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. The Bank Neither the Company nor any of its Subsidiaries has not entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. To the Company’s Knowledge, there There is no valid claim or defense to the enforcement of any Loan and none has been asserted, and the Bank is not aware Company has no knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense. (b) The credit files of the Bank Company and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) Known known to the Company or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectibility collectability of the loan Loan portfolio of the Bank Company or any of its Subsidiaries (including loans Loans that will be outstanding if it advances funds it is obligated to advance). (c) The allowance for loan losses shown on the Company Financial Statements as of December 31, 2011 2017, was, and the allowance for loan losses to be shown on any financial statements of the Company or the Bank or Call Consolidated Reports of Condition and Income of the Bank as of any date subsequent to the execution of this Agreement will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of the Companymanagement, adequate in all respects to provide for all possible probable losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of the Bank Company or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit); provided, however, that no representation or warranty is made as to the sufficiency of collateral securing or the collectibility collectability of such loansLoans.