Common use of Loan Portfolio; Reports Clause in Contracts

Loan Portfolio; Reports. (a) Except as set forth in Section 3.05 of the Seller Disclosure Schedule hereto, to the knowledge of the Seller, all of the loans having a principal amount in excess of $100,000 reflected as assets on the Seller Bank's balance sheet included in the financial statements for the fiscal year ended December 31, 2000 accompanying the Call Report for the year ended December 31, 2000 filed by the Seller Bank with the FDIC or made or acquired by the Seller Bank since December 31, 2000 (each a "Loan"), were validly and legally made in all material respects, constitute valid and binding agreements of the borrower enforceable in accordance with their terms ((i) subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally, (ii) subject to general principles of equity, and (iii) provided that certain remedies, waivers and other provisions of the loan documents may not be enforceable, but such unenforceability will not render the loan documents invalid as a whole or preclude (x) the judicial enforcement of the obligation of the borrower to repay the principal thereon as provided in the note or (y) the foreclosure of the mortgage), are saleable in the ordinary course of the Seller Bank's business and no amount thereof is subject to any material defenses which may be asserted against the Seller Bank. Neither the Seller nor the Seller Bank has entered into any agreement which will result in a future waiver or negation of any material rights or remedies presently available against the borrower or guarantor, if any, on any such Loan. Except as set forth in Section 3.05 of the Seller Disclosure Schedule, each mortgage securing a Loan is evidenced by documentation of the types customarily employed by the Seller Bank, which are consistent in all material respects with federal and state banking practices and prudent banking standards, and complete copies thereof have been maintained by the Seller Bank in accordance with such standards and practices, is properly perfected, represents a valid mortgage on properties described therein, and is saleable in the ordinary course of the Seller Bank's business. Except with respect to participation loans described in Section 3.05 of the Seller Disclosure Schedule and loans guaranteed in part by the Small Business Administration (to the extent of such guaranty), the Seller Bank owns and holds the entire interest in all mortgages free and clear of all liens, claims, equities, options, security interests, charges, encumbrances or restrictions of any kind or nature, and no person has any interest therein. (b) Except as disclosed in Section 3.05 of the Seller Disclosure Schedule, all of the Loans presently held by the Seller Bank were solicited, originated and exist in compliance in all material respects with all applicable loan policies and procedures of the Seller Bank and comply in all material respects with all applicable laws, rules and regulations, including, but not limited to, applicable usury statutes, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and other applicable consumer protection statutes and the regulations thereunder. (c) Except as disclosed in Section 3.05 of the Seller Disclosure Schedule, all Loans purchased or originated by the Seller Bank and subsequently sold have been sold without recourse to the Seller Bank and without any liability under any yield maintenance or similar obligation. (d) Except as set forth in Section 3.05 of the Seller Disclosure Schedule, the Seller Bank is not a party to any written or oral loan agreement, note or borrowing arrangement (including without limitation, leases, credit enhancements, commitments and interest-bearing assets) under the terms of which the obligor is, as of the date of this Agreement, over 30, 60 or 90 days delinquent in payment of principal or interest or in material default of any other provision. Section 3.05 of the Seller Disclosure Schedule sets forth as of October 31, 2001 (x) all of the Loans held by the Seller Bank having a principal amount in excess of $100,000 that prior to the date of this Agreement have been classified by the Seller Bank or any bank examiner (whether regulatory or internal) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Watch List" or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (y) by category of Loan (i.e., commercial, consumer, etc.), all of the other Loans presently held by the Seller Bank that are classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category.

Loan Portfolio; Reports. (a) Except as set forth in Section 3.05 of the Seller Company Disclosure Schedule hereto, to the knowledge of the Seller, all of the mortgage loans having a principal amount in excess of $100,000 50,000 (each a "Company Loan") reflected as assets on the Seller BankCompany's consolidated balance sheet included in the financial statements for the fiscal year ended December 31, 2000 accompanying the Call Report for the year ended December 31, 2000 filed by the Seller Bank with the FDIC 1996 or made or acquired by the Seller Company and the Bank since December 31, 2000 (each a "Loan")1996, were validly and legally made in all material respectsmade, constitute valid and binding agreements of the borrower enforceable in accordance with their terms ((i) subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally, (ii) subject to and general principles of equity), and (iii) provided that certain remediesare properly perfected, waivers and other provisions of the loan documents may not be enforceable, but such unenforceability will not render the loan documents invalid as a whole or preclude (x) the judicial enforcement of the obligation of the borrower to repay the principal thereon as provided in the note or (y) the foreclosure of the mortgage)represent valid mortgages on properties described therein, are saleable in the ordinary course of the Seller Bank's business and no amount thereof is subject to any material defenses which may be asserted against the Seller Company or the Bank. Neither the Seller Company nor the Seller Bank has entered into any agreement which will result in a future waiver or negation of any material rights or remedies presently available against the borrower or guarantor, if any, on any such Company Loan. Except as set forth in Section 3.05 of the Seller Company Disclosure Schedule, each mortgage securing a Company Loan has been and is evidenced by documentation of the types customarily employed by the Seller Bank, which are consistent in compliance in all material respects with federal and state banking practices laws and regulations and prudent banking standards, and complete copies thereof have been maintained by the Seller Bank in accordance with such standards requirement and practices, is properly perfected, represents a valid mortgage on properties described therein, and is saleable in the ordinary course of the Seller Bank's business. Except with respect to participation loans described in Section 3.05 of the Seller Company Disclosure Schedule and loans guaranteed in part by the Small Business Administration (to the extent of such guaranty)Schedule, the Seller Bank owns and holds the entire interest in all mortgages free and clear of all liens, claims, equities, options, security interests, charges, encumbrances or restrictions of any kind or nature, and no person has any interest therein. (b) Except as disclosed in Section 3.05 of the Seller Company Disclosure Schedule, all of the Company Loans originated and presently held and, to the best knowledge of the Company and the Bank after reasonable due diligence and inquiry, all of the Company Loans purchased and presently held by the Seller Company (if any) and the Bank were solicited, originated and exist in material compliance in all material respects with all applicable loan policies and procedures of the Seller Company (if applicable) and the Bank and comply in all material respects with all applicable laws, rules and regulations, including, but not limited to, applicable usury statutes, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and other applicable consumer protection statutes and the regulations thereunder. (c) Except as disclosed in Section 3.05 of the Seller Company Disclosure Schedule, all Company Loans purchased or originated by the Seller Company or the Bank and subsequently sold have been sold without recourse to the Seller Company or the Bank and without any liability under any yield maintenance or similar obligation. (d) Except as set forth in Section 3.05 of the Seller Company Disclosure Schedule, to the Seller best knowledge of the Company and the Bank after reasonable due diligence and inquiry, neither the Company nor the Bank is not a party to any written or oral loan agreement, note or borrowing arrangement (including without limitation, leases, credit enhancements, commitments and interest-bearing assets) under the terms of which the obligor is, as of the date of this Agreement, over 30, 60 or 90 30 days delinquent in payment of principal or interest or in material default of under any other material provision. Section 3.05 of the Seller Company Disclosure Schedule sets forth as of October 31, 2001 (x) all of the Company Loans presently held by the Seller Company (if any) and the Bank having a principal amount in excess of $100,000 that prior to the date of this Agreement have been classified by the Seller Bank or any bank examiner or loan reviewer (whether regulatory regulatory, internal, or internalindependent contractor) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans," "Watch List" or words of similar import, together with the aggregate principal amount of and accrued and unpaid interest on each such Company Loan and the identity of the borrower thereunder, and (y) by category of Company Loan (i.e., commercial, consumer, etc.), all of the other Company Loans presently held by the Seller Company (if any) and the Bank that are prior to the date of this Agreement were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Company Loans by category.

Loan Portfolio; Reports. (a) Except as set forth in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule hereto, to the knowledge of the Seller, all of the mortgage loans having a principal amount in excess of $100,000 50,000 (each a "Purchaser Loan") reflected as assets on the Seller BankPurchaser's consolidated balance sheet included in the financial statements for the fiscal year ended December 31, 2000 accompanying the Call Report for the year ended December 31, 2000 filed by the Seller Bank with the FDIC 1996 or made or acquired by the Seller Bank Purchaser or Parent since December 31, 2000 (each a "Loan")1996, were validly and legally made in all material respectsmade, constitute valid and binding agreements of the borrower enforceable in accordance with their terms ((i) subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally, (ii) subject to and general principles of equity), and (iii) provided that certain remediesare properly perfected, waivers and other provisions of the loan documents may not be enforceable, but such unenforceability will not render the loan documents invalid as a whole or preclude (x) the judicial enforcement of the obligation of the borrower to repay the principal thereon as provided in the note or (y) the foreclosure of the mortgage)represent valid mortgages on properties described therein, are saleable in the ordinary course of the Seller BankPurchaser's business and no amount thereof is subject to any material defenses which may be asserted against the Seller BankPurchaser or Parent. Neither the Seller Purchaser nor the Seller Bank Parent has entered into any agreement which will result in a future waiver or negation of any material rights or remedies presently available against the borrower or guarantor, if any, on any such Purchaser Loan. Except as set forth in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule, each mortgage securing a Purchaser Loan has been and is evidenced by documentation of the types customarily employed by the Seller BankPurchaser, which are consistent in compliance in all material respects with federal and state banking practices laws and regulations and prudent banking standards, and complete copies thereof have been maintained by the Seller Bank Purchaser in accordance with such standards requirement and practices, is properly perfected, represents a valid mortgage on properties described therein, and is saleable in the ordinary course of the Seller Bank's business. Except with respect to participation loans described in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule and loans guaranteed in part by the Small Business Administration (to the extent of such guaranty)Schedule, the Seller Bank Purchaser owns and holds the entire interest in all mortgages free and clear of all liens, claims, equities, options, security interests, charges, encumbrances or restrictions of any kind or nature, and no person has any interest therein. (b) Except as disclosed in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule, all of the Purchaser Loans originated and presently held and, to the best knowledge of Purchaser or Parent after reasonable due diligence and inquiry, all of the Purchaser Loans purchased and presently held by the Seller Bank Parent (if any) and Purchaser were solicited, originated and exist in material compliance in all material respects with all applicable loan policies and procedures of the Seller Bank Parent (if applicable) and Purchaser and comply in all material respects with all applicable laws, rules and regulations, including, but not limited to, applicable usury statutes, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and other applicable consumer protection statutes and the regulations thereunder. (c) Except as disclosed in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule, all Purchaser Loans purchased or originated by the Seller Bank Purchaser or Parent and subsequently sold have been sold without recourse to the Seller Bank Purchaser or Parent and without any liability under any yield maintenance or similar obligation. (d) Except as set forth in Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule, to the Seller Bank best knowledge of Purchaser and Parent after reasonable due diligence and inquiry, neither Purchaser nor Parent is not a party to any written or oral loan agreement, note or borrowing arrangement (including without limitation, leases, credit enhancements, commitments and interest-bearing assets) under the terms of which the obligor is, as of the date of this Agreement, over 30, 60 or 90 30 days delinquent in payment of principal or interest or in material default of under any other material provision. Section 3.05 4.05 of the Seller Purchaser Disclosure Schedule sets forth as of October 31, 2001 (x) all of the Purchaser Loans presently held by the Seller Bank having a principal amount in excess of $100,000 Parent (if any) and Purchaser that prior to the date of this Agreement have been classified by the Seller Bank or any bank examiner or loan reviewer (whether regulatory regulatory, internal, or internalindependent contractor) as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned Loans," "Watch List" or words of similar import, together with the aggregate principal amount of and accrued and unpaid interest on each such Purchaser Loan and the identity of the borrower thereunder, and (y) by category of Purchaser Loan (i.e., commercial, consumer, etc.), all of the other Purchaser Loans presently held by Parent (if any) and Purchaser that prior to the Seller Bank that are date of this Agreement were classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Purchaser Loans by category.