Common use of Loan Portfolio; Documentation and Reports Clause in Contracts

Loan Portfolio; Documentation and Reports. (a) Except as disclosed in Schedule 6.9, none of the USB Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment including, without limitation, leases, credit enhancements, commitments and interest-bearing assets (collectively, the "Loans"), other than Loans the unpaid principal balance of which does not exceed $1,000 per Loan, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. Except as otherwise set forth in Schedule 6.9, none of the USB Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 10% stockholder thereof, or to the knowledge of USB, any Person, corporation or enterprise controlling, controlled by or under common control of any of the foregoing. All of the Loans held by any of the USB Companies were solicited, originated and exist in ma- terial compliance with all applicable USB loan policies, except for deviations from such policies that (a) have been approved by current management of USB, in the case of Loans with an outstanding principal balance that exceeds $250,000 or (b) in the judgment of USB, will not adversely effect the ultimate collect- ibility of such Loan. Except as set forth in Schedule 6.9, none of the USB Companies holds any Loans that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, as other loans Specifically Mentioned, Special Mention, Substandard, Doubtful, Loss, Classified, Criti- cized, Credit Risk Assets, concerned loans or words of similar import. (b) The documentation relating to each Loan made by any USB Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USB. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.

Loan Portfolio; Documentation and Reports. (a) Except as disclosed in Schedule 6.95.9, none of the USB FBI Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment arrangement including, without limitation, leases, credit enhancements, commitments and interest-bearing assets (collectively, the "Loans"), other than Loans the unpaid un- paid principal balance of which does not exceed $1,000 per Loan, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. Except as otherwise set forth in Schedule 6.95.9, none of the USB FBI Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 10% stockholder thereofthere- of, or to the knowledge of USBFBI, any Person, corporation or enterprise controllingcon- trolling, controlled by or under common control of any of the foregoing. All of the Loans held by any of the USB FBI Companies were solicited, originated and exist in ma- terial material compliance with all applicable USB FBI loan policies, except for deviations devia- tions from such policies that (a) have been approved by current management of USBFBI, in the case of Loans with an outstanding principal balance that exceeds $250,000 or (b) in the judgment of USBFBI, will not adversely effect the ultimate collect- ibility collectibility of such Loan. Except as set forth in Schedule 6.95.9, none of the USB FBI Companies holds any Loans that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, as other loans Specifically Mentioned, Special Mention, Substandard, Doubtful, Loss, Classified, Criti- cizedCriticized, Credit Risk Assets, concerned loans or words of similar import. (b) The documentation relating to each Loan made by any USB FBI Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USBFBI. (c) Each of the USB FBI Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 5.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB FBI Companies, to the Knowledge of USBFBI, no Regulatory Regu- latory Agency has initiated any proceeding or, to the Knowledge of USBFBI, investigation into the business or operations of any USB FBI Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB FBI Company, except for those items that will not, indi- vidually individually or in the aggregate, have a Material Adverse Effect on USBFBI.

Loan Portfolio; Documentation and Reports. (ai) Except as disclosed in Schedule 6.95.9(a)(i), none of the USB BHC Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, the "“Loans"”), other than Loans the unpaid principal balance of which does not exceed $1,000 25,000 per LoanLoan or $50,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. . (ii) Except as otherwise set forth in Schedule 6.95.9(a)(ii), none of the USB BHC Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBBHC or Bank, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. . (iii) All of the Loans held by any of the USB BHC Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and BHC loan policies, except for deviations from such policies that . (aiv) have been approved by current management of USB, in the case of Loans with an outstanding principal balance that exceeds $250,000 or (b) in the judgment of USB, will not adversely effect the ultimate collect- ibility of such Loan. Except as set forth in Schedule 6.95.9(a)(iv), none of the USB BHC Companies holds is a party to any: (i) Loan under the terms of which the obligor is sixty (60) days delinquent in payment of principal or interest or in default of any other provision as of the date hereof; (ii) Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified or, in the exercise of reasonable diligence by BHC, Bank or any Regulatory Authority, should have been classified, by any bank examiner, examiner (whether regulatory or internal, ) as “substandard,” “doubtful,” “loss,” “other loans Specifically Mentionedespecially mentioned”, Special Mention“other assets especially mentioned”, Substandard, Doubtful, Loss, Classified, Criti- cized, Credit Risk Assets, concerned loans or words of similar import. (b) The documentation relating to each Loan made by any USB Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USB. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.“special

Loan Portfolio; Documentation and Reports. (ai) Except as disclosed in Schedule 6.95.9(a)(i), none of the USB HBI Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, the "“Loans"”), other than Loans the unpaid principal balance of which does not exceed $1,000 25,000 per LoanLoan or $50,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. . (ii) Except as otherwise set forth in Schedule 6.95.9(a)(ii), none of the USB HBI Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBHBI or HBI Bank, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. . (iii) All of the Loans held by any of the USB HBI Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and HBI loan policies, except for deviations from such policies that (a) have been approved by current management of USBHBI, in the case of Loans with an outstanding principal balance that exceeds $250,000 25,000, or (b) in the judgment of USBHBI management, will not adversely effect affect the ultimate collect- ibility collectibility of such Loan. . (iv) Except as set forth in Schedule 6.95.9(a)(iv), none of the USB HBI Companies holds any Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, or, in the exercise of reasonable diligence by HBI, HBI Bank or any Regulatory Authority, should have been classified, as “other loans Specifically Mentioned, ,” “Special Mention, ,” “Substandard, ,” “Doubtful, ,” “Loss, ,” “Classified, Criti- cized, ,” “Watch List,” “Criticized,” “Credit Risk Assets, ,” “concerned loans loans” or words of similar import. (v) The allowance for possible loan or credit losses (the “HBI Allowance”) shown on the consolidated balance sheets of HBI included in the most recent HBI Financial Statements dated prior to the date of this Agreement was, and the HBI Allowance shown on the consolidated balance sheets of HBI included in the HBI Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of the HBI Companies and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by the HBI Companies as of the dates thereof. The reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the most recent Financial Statements and HBI Call Reports were, and the OREO Reserve to be shown on the Financial Statements and HBI Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of HBI and HBI Bank as of the dates thereof. The reserve for losses in respect of litigation (“Litigation Reserve”) shown on the most recent Financial Statements and HBI Call Reports and the Litigation Reserve to be shown on the Financial Statements and HBI Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to or arising out of all pending or threatened litigation applicable to HBI, HBI Bank and the HBI Subsidiaries as of the dates thereof. Each such reserve described above has been established in accordance with applicable accounting principles and regulatory requirements and guidelines. (b) The documentation relating to each Loan made by any USB HBI Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USBHBI. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.

Loan Portfolio; Documentation and Reports. (a) Except as disclosed in Schedule 6.95.9(a), none of the USB IRBC Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, excluding investment securities) (the "“Loans"”), other than Loans the unpaid principal balance of which does not exceed $1,000 100,000 per LoanLoan or $250,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. Except as otherwise set forth in Schedule 6.95.9(a), none of the USB IRBC Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBIRBC or IRBC Bank, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. All of the Loans held by any of the USB IRBC Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and IRBC loan policies, except for deviations from such policies that (a) have been approved by current management of USBIRBC or the IRBC Board, in the case of Loans with an outstanding principal balance that exceeds $250,000 25,000, or (b) in the judgment of USBIRBC, will not adversely effect affect the ultimate collect- ibility collectibility of such Loan. Except as set forth in Schedule 6.95.9(a), none of the USB IRBC Companies holds any Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, examiner as “other loans Specifically Mentioned, ,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified” or “Watch List.” The allowance for possible loan or credit losses (the “IRBC Allowance”) shown on the consolidated balance sheets of IRBC included in the most recent IRBC Financial Statements dated prior to the date of this Agreement was, Substandardand the IRBC Allowance shown on the consolidated balance sheets of IRBC included in the IRBC Financial Statements as of dates subsequent to the execution of this Agreement will be, Doubtfulas of the dates thereof, Loss, Classified, Criti- cized, Credit Risk Assets, concerned adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for Table of Contents losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of the IRBC Companies and other extensions of credit (including letters of credit and commitments to make loans or words extend credit) by the IRBC Companies as of similar importthe dates thereof. The reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the most recent Financial Statements and IRBC Call Reports were, and the OREO Reserve to be shown on the Financial Statements and IRBC Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of IRBC and IRBC Bank as of the dates thereof. The reserve for losses in respect of litigation (“Litigation Reserve”) shown on the most recent Financial Statements and IRBC Call Reports and the Litigation Reserve to be shown on the Financial Statements and IRBC Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to or arising out of all pending or threatened litigation applicable to IRBC, IRBC Bank and the IRBC Subsidiaries as of the dates thereof. Each such reserve described above has been established in accordance with applicable accounting principles and regulatory requirements and guidelines. (b) The documentation relating to each Loan made by any USB IRBC Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USBIRBC. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.

Loan Portfolio; Documentation and Reports. (ai) Except as disclosed in Schedule 6.95.9(a)(i), none of the USB FCB Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, the "“Loans"”), other than Loans the unpaid principal balance of which does not exceed $1,000 25,000 per LoanLoan or $50,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. . (ii) Except as otherwise set forth in Schedule 6.95.9(a)(ii), none of the USB FCB Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBFCB or FCB Bank, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. . (iii) All of the Loans held by any of the USB FCB Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and FCB loan policies, except for deviations from such policies that (a) have been approved by current management of USBFCB, in the case of Loans with an outstanding principal balance that exceeds $250,000 25,000, or (b) in the judgment of USBFCB management, will not adversely effect affect the ultimate collect- ibility collectibility of such Loan. . (iv) Except as set forth in Schedule 6.95.9(a)(iv), none of the USB FCB Companies holds any Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, or, in the exercise of reasonable diligence by FCB, FCB Bank or any Regulatory Authority, should have been classified, as “other loans Specifically Mentioned, ,” “Special Mention, ,” “Substandard, ,” “Doubtful, ,” “Loss, ,” “Classified, Criti- cized, ,” “Watch List,” “Criticized,” “Credit Risk Assets, ,” “concerned loans loans” or words of similar import. (v) The allowance for possible loan or credit losses (the “FCB Allowance”) shown on the consolidated balance sheets of FCB included in the most recent FCB Financial Statements dated prior to the date of this Agreement was, and the FCB Allowance shown on the consolidated balance sheets of FCB included in the FCB Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of the FCB Companies and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by the FCB Companies as of the dates thereof. The reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the most recent Financial Statements and FCB Call Reports were, and the OREO Reserve to be shown on the Financial Statements and FCB Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of FCB and FCB Bank as of the dates thereof. The reserve for losses in respect of litigation (“Litigation Reserve”) shown on the most recent Financial Statements and FCB Call Reports and the Litigation Reserve to be shown on the Financial Statements and FCB Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to or arising out of all pending or threatened litigation applicable to FCB, FCB Bank and the FCB Subsidiaries as of the dates thereof. Each such reserve described above has been established in accordance with applicable accounting principles and regulatory requirements and guidelines. (b) The documentation relating to each Loan made by any USB FCB Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USBFCB. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.

Loan Portfolio; Documentation and Reports. (a) Except as disclosed in Schedule 6.95.9(a), none of the USB BANK Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, excluding investment securities) (the "“Loans"”), other than Loans the unpaid principal balance of which does not exceed $1,000 25,000 per LoanLoan or $50,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. Except as otherwise set forth in Schedule 6.95.9(a), none of the USB BANK Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBBANK, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. All of the Loans held by any of the USB BANK Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and BANK loan policies, except for deviations from such policies that (a) have been approved by current management of USBBANK, in the case of Loans with an outstanding principal balance that exceeds $250,000 25,000, or (b) in the judgment of USBBANK, will not adversely effect affect the ultimate collect- ibility collectibility of such Loan. Except as set forth in Schedule 6.95.9(a), none of the USB BANK Companies holds any Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, as “other loans Specifically Mentioned, ,” “Special Mention, ,” “Substandard, ,” “Doubtful, ,” “Loss, ,” “Classified, Criti- cized, ,” “Watch List,” “Criticized,” “Credit Risk Assets, ,” “concerned loans loans” or words of similar import. The allowance for possible loan or credit losses (the “BANK Allowance”) shown on the consolidated balance sheets of BANK included in the most recent BANK Financial Statements dated prior to the date of this Agreement was, and the BANK Allowance shown on the consolidated balance sheets of BANK included in the BANK Financial Statements as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of the BANK Companies and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by the BANK Companies as of the dates thereof. The reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the most recent Financial Statements and BANK Call Reports were, and the OREO Reserve to be shown on the Financial Statements and BANK Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of BANK as of the dates thereof. The reserve for losses in respect of litigation (“Litigation Reserve”) shown on the most recent Financial Statements and BANK Call Reports and the Litigation Reserve to be shown on the Financial Statements and BANK Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to or arising out of all pending or threatened litigation applicable to BANK and the BANK Subsidiaries as of the dates thereof. Each such reserve described above has been established in accordance with applicable accounting principles and regulatory requirements and guidelines. (b) The documentation relating to each Loan made by any USB BANK Company and to all security interests, mortgages and other liens with respect to all collateral for loans is adequate for the enforcement of the material terms of such Loan, security interest, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in the aggregate, have a Material Adverse Effect on USBBANK. (c) Each of the USB Companies has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USB.

Loan Portfolio; Documentation and Reports. (a) Except as disclosed in Schedule 6.95.9(a), none of the USB IRBC Companies is a creditor as to any written or oral loan agreement, note or borrowing arrange- ment includingarrangement, including without limitation, limitation leases, credit enhancements, commitments and interest-bearing assets (collectively, excluding investment securities) (the "Loans"), other than Loans the unpaid principal balance of which does not exceed $1,000 100,000 per LoanLoan or $250,000 in the aggregate, under the terms of which the obligor is, as of the date of this Agreement, over 90 days delinquent in payment of principal or interest or in default of any other material provisions. Except as otherwise set forth in Schedule 6.95.9(a), none of the USB IRBC Companies is a creditor as to any Loan, including without limitation any loan guaranty, to any director, executive officer or 105% stockholder thereof, or to the knowledge Knowledge of USBIRBC or IRBC Bank, any Person, corporation or enterprise Person controlling, controlled by or under common control of with any of the foregoing. All of the Loans held by any of the USB IRBC Companies are in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, are not subject to any defenses, setoffs or counterclaims, except as may be provided by bankruptcy, insolvency or similar Laws or by general principles of equity, and were solicited, originated and exist in ma- terial material compliance with all applicable USB Laws and IRBC loan policies, except for deviations from such policies that (a) have been approved by current management of USBIRBC or the IRBC Board, in the case of Loans with an outstanding principal balance that exceeds $250,000 25,000, or (b) in the judgment of USBIRBC, will not adversely effect affect the ultimate collect- ibility collectibility of such Loan. Except as set forth in Schedule 6.95.9(a), none of the USB IRBC Companies holds any Loans in the original principal amount in excess of $25,000 per Loan or $50,000 in the aggregate that since January 1, 1995 have been classified by any bank examiner, whether regulatory or internal, examiner as "other loans Specifically Mentioned, ," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified" or "Watch List." The allowance for possible loan or credit losses (the "IRBC Allowance") shown on the consolidated balance sheets of IRBC included in the most recent IRBC Financial Statements dated prior to the date of this Agreement was, Substandardand the IRBC Allowance shown on the consolidated balance sheets of IRBC included in the IRBC Financial Statements as of dates subsequent to the execution of this Agreement will be, Doubtfulas of the dates thereof, Loss, Classified, Criti- cized, Credit Risk Assets, concerned adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of the IRBC Companies and other extensions of credit (including letters of credit and commitments to make loans or words extend credit) by the IRBC Companies as of similar import. (b) the dates thereof. The documentation relating to each Loan made by any USB Company and to all security interests, mortgages and other liens reserve for losses with respect to all collateral other real estate owned ("OREO Reserve") shown on the most recent Financial Statements and IRBC Call Reports were, and the OREO Reserve to be shown on the Financial Statements and IRBC Call Reports as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for loans is adequate for losses relating to the enforcement other real estate owned portfolio of IRBC and IRBC Bank as of the material terms dates thereof. The reserve for losses in respect of litigation ("Litigation Reserve") shown on the most recent Financial Statements and IRBC Call Reports and the Litigation Reserve to be shown on the Financial Statements and IRBC Call Reports as of any date subsequent to the execution of this Agreement will be, as of such Loandates, security interestadequate to provide for losses relating to or arising out of all pending or threatened litigation applicable to IRBC, mortgage or other lien, except for inadequacies in such documentation which will not, individually or in IRBC Bank and the aggregate, have a Material Adverse Effect on USB. (c) Each IRBC Subsidiaries as of the USB Companies dates thereof. Each such reserve described above has timely filed all material reports, registrations been established in accordance with applicable accounting principles and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1991 with (i) the FRB, (ii) the FDIC regulatory requirements and (iii) any state regulatory authority ("State Regulator") (collectively "Regulatory Agencies") and all other material reports and statements required to be filed by it since December 31, 1991, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States or any Regulatory Agencies, and has paid all fees and assessments due and payable in connection therewith. Except as set forth in Schedule 6.9 and as otherwise provided herein, and except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the USB Companies, to the Knowledge of USB, no Regulatory Agency has initiated any proceeding or, to the Knowledge of USB, investigation into the business or operations of any USB Company since December 31, 1991. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement or lien or any examinations of any USB Company, except for those items that will not, indi- vidually or in the aggregate, have a Material Adverse Effect on USBguidelines.