Common use of Loans; Allowance for Loan and Lease Losses Clause in Contracts

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule 4.11, all loans and loan commitments extended by GRB or any GRB Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”) were made materially in accordance with the lending policies of GRB or such GRB Subsidiary in the Ordinary Course of Business. The GRB Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRB: (i) none of the GRB Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in on Schedule 4.11, all loans and loan commitments extended by GRB or any GRB Subsidiary the Bank and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Bank Loans”) were made materially in accordance with the lending policies of GRB or such GRB Subsidiary the Bank in the Ordinary Course of BusinessBusiness or an appropriate exception to the lending policies of the Bank was made. The GRB Bank Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Subsidiary the Bank enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB of the Bank Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB Subsidiary the Bank has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB the Bank Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB Lotus on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBLotus: (ia) none of the GRB Bank Loans is subject to any material offset or claim of offset; and (iib) the aggregate loan balances in excess of GRBthe Bank’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above); and (c) and all uncollectible loans have been charged offoff or the Bank has made an appropriate reserve for such uncollectible loans. Except as set forth in Schedule 4.11, as of the Agreement Date the Bank has no loan in excess of $250,000 that has been classified by regulatory examiners or management of the Bank as “Substandard,” “Doubtful” or “Loss” or in excess of $250,000 that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. The most recent loan watch list of the Bank and a list of all loans in excess of $250,000 that are ninety (90) days or more past due with respect to principal or interest payments or that the Bank has placed on nonaccrual status are set forth in Schedule 4.11. Except as set forth in Schedule 4.11, the reserves, the ALLL and the carrying value for OREO which are shown in the latest balance sheet in the Financial Statements are, in the opinion of management of Lotus, adequate in all material respects under GAAP to provide for possible losses as of such date on items for which such reserves, allowances and values were established. Set forth in Schedule 4.11 is a true, accurate and complete list of all loans in which the Bank has any participation interest or which have been made with or through another financial institution on a recourse basis against the Bank.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule 4.114.9, all loans and loan commitments extended by GRB or any GRB Subsidiary the Bank and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Bank Loans”) were made materially in accordance with the lending policies of GRB or such GRB Subsidiary the Bank in the Ordinary Course of Business. The GRB Bank Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Subsidiary the Bank enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB Bank Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.94.7) and GRB and each GRB Subsidiary the Bank has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Bank Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB on a consolidated basisthe Bank. The allowance for loan and lease losses of GRB and each GRB Subsidiary the Bank is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBthe Bank: (i) none of the GRB Bank Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRBthe Bank’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as contemplated as set forth in Schedule SCHEDULE 4.11, all loans and loan commitments extended by GRB or any GRB Citizens Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”"CITIZENS LOANS") were made materially in accordance with the lending policies of GRB or such GRB Citizens Subsidiary in the Ordinary Course of Business. The GRB Citizens Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Citizens Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ ' rights generally and subject to general principles of equity. All such GRB Citizens Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule SCHEDULE 4.9) and GRB and each GRB Citizens Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Citizens Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB Citizens on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Citizens Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBCitizens: (i) none of the GRB Citizens Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s the Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule SCHEDULE 4.11, all loans and loan commitments extended by GRB or any GRB SBI Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”"SBI LOANS") were made and have been maintained materially in accordance with the lending policies of GRB or such GRB SBI Subsidiary in the Ordinary Course of Business. The GRB SBI Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB SBI Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ ' rights generally and subject to general principles of equity. All such GRB SBI Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule in SCHEDULE 4.9) and GRB and each GRB SBI Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB SBI Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB SBI on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB SBI Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated probable future losses at an adequate level. To the Knowledge of GRBSBI: (i) none of the GRB SBI Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s the Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as contemplated as set forth in Schedule 4.11, all loans and loan commitments extended by GRB or any GRB Citizens Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Citizens Loans”) were made materially in accordance with the lending policies of GRB or such GRB Citizens Subsidiary in the Ordinary Course of Business. The GRB Citizens Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Citizens Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB Citizens Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB Citizens Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Citizens Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB Citizens on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Citizens Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBCitizens: (i) none of the GRB Citizens Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRBthe Bank’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule SCHEDULE 4.11, all loans and loan commitments extended by GRB or Bank and any GRB Bank Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”"BANK LOANS") were made and have been maintained materially in accordance with the lending policies of GRB or such GRB Bank Subsidiary in the Ordinary Course of Business. The GRB Bank Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Bank Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ ' rights generally and subject to general principles of equity. All such GRB Bank Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule in SCHEDULE 4.9) and GRB and each GRB Bank Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Bank Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB on a consolidated basisBank. The allowance for loan and lease losses of GRB and each GRB Bank Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated probable future losses at an adequate level. To the Knowledge of GRBBank: (i) none of the GRB Bank Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s the Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule 4.11, all All loans and loan commitments extended by GRB or any GRB MSTI Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB MSTI Loans”) were made materially in accordance with the lending policies of GRB or such GRB MSTI Subsidiary in the Ordinary Course of Business. The GRB MSTI Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB MSTI Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB MSTI Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB MSTI Subsidiary has complied, and at the Closing will have complied with with, all Legal Requirements relating to such GRB MSTI Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB MSTI on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB MSTI Subsidiary is is, and will be on the Closing Date Date, adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBMSTI: (i) none of the GRB MSTI Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRBMSTI’s consolidated allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. (a) Except as set forth in Schedule 4.11, all loans and loan commitments extended by GRB on Section 5.11 of the Schedules or any GRB Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”) were made materially in accordance with the lending policies of GRB or such GRB Subsidiary in the Ordinary Course of Business. The GRB Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB Acquiror on a consolidated basis, each loan, loan agreement, note, lease or other borrowing agreement, any participation therein, and any guaranty, renewal or extension thereof (collectively, “Acquiror Bank Loans”) reflected as an asset on any of the Acquiror Financial Statements or reports filed with the Regulatory Authorities is evidenced by documentation that is customary and legally sufficient in all material respects and constitutes, to the Knowledge of Acquiror, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors rights generally or equitable principles or doctrines. (b) All Acquiror Bank Loans originated or purchased by Acquiror Bank were, to the Knowledge of Acquiror, made or purchased in accordance with the policies of the board of directors of Acquiror Bank and in the Ordinary Course of Business of Acquiror Bank. The Except as set forth on Section 5.11 of the Schedules, Acquiror Bank’s interest in all Acquiror Bank Loans is free and clear of any security interest, lien, encumbrance or other charge, except as such security interest, lien, encumbrance or other charge may have been incurred in the Ordinary Course of Business, and Acquiror Bank has complied in all material respects with all Legal Requirements relating to such Acquiror Bank Loans. (c) Except as disclosed on Section 5.11 of the Schedules, to the Knowledge of Acquiror, Acquiror Bank is not a party to any Acquiror Bank Loan: (i) under the terms of which the obligor is more than ninety (90) days delinquent in payment of principal or interest or in default of any other material provision as of the dates shown thereon or for which Acquiror Bank has discontinued the accrual of interest; (ii) that has been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned” or any comparable classifications by Acquiror Bank; or (iii) that has been listed on any “watch list” or similar internal report of Acquiror Bank. (d) Acquiror Bank’s allowance for loan and lease losses of GRB and each GRB Subsidiary is and will be reflected in the Acquiror Financial Statements (including footnotes thereto) was determined on the Closing Date basis of Acquiror Bank’s continuing review and evaluation of the portfolio of Acquiror Bank Loans under the requirements of GAAP and Legal Requirements, was established in a manner consistent with Acquiror Bank’s internal policies, and, in the reasonable judgment of Acquiror Bank, is adequate in all material respects as of their respective dates under the requirements of GAAP and all Legal Requirements to provide for possible or specific losses, net of recoveries relating to loans Acquiror Bank Loans previously charged charged-off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. on outstanding Acquiror Bank Loans. (e) To the Knowledge of GRBAcquiror: (i) none of the GRB Acquiror Bank Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRBAcquiror Bank’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as contemplated as set forth in Schedule 4.11, all loans and loan commitments extended by GRB or any GRB ICB Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB ICB Loans”) were made materially in accordance with the lending policies of GRB or such GRB ICB Subsidiary in the Ordinary Course of Business. The GRB ICB Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB ICB Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB ICB Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB ICB Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB ICB Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB ICB on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB ICB Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBICB: (i) none of the GRB ICB Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRBthe Bank’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in on Schedule 4.114.9, all loans and loan commitments extended by GRB or any GRB Subsidiary Seller and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Seller Loans”) were made materially in accordance with the lending policies of GRB or such GRB Subsidiary Seller in the Ordinary Course of BusinessBusiness or an appropriate exception to the lending policies of Seller was made. The GRB Seller Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Subsidiary Seller enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such GRB of the Seller Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.94.7) and GRB and each GRB Subsidiary Seller has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB the Seller Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate levelSeller. To the Knowledge of GRBSeller: (ia) none of the GRB Seller Loans is subject to any material offset or claim of offset; and (iib) the aggregate loan balances in excess of GRBSeller’s allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above); and (c) and all uncollectible loans have been charged offoff or Seller has made an appropriate reserve for such uncollectible loans. Except as set forth in Schedule 4.9, as of the Agreement Date, Seller has no loan in excess of $250,000 that has been classified by regulatory examiners or management of Seller as “Substandard,” “Doubtful” or “Loss” or in excess of $250,000 that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. The most recent loan watch list of Seller and a list of all loans in excess of $250,000 that are ninety (90) days or more past due with respect to principal or interest payments or that Seller has placed on nonaccrual status are set forth in Schedule 4.9. Except as set forth in Schedule 4.9, the reserves, the ALLL and the carrying value for OREO which are shown in the latest balance sheet in the Financial Statements are, in the opinion of management of Seller, adequate in all material respects under GAAP to provide for possible losses as of such date on items for which such reserves, allowances and values were established. Set forth in Schedule 4.9 is a true, accurate and complete list of all loans in which Seller has any participation interest or which have been made with or through another financial institution on a recourse basis against Seller.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule 4.11, all All loans and loan commitments extended by GRB or any GRB MSTI Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”"MSTI LOANS") were made materially in accordance with the lending policies of GRB or such GRB MSTI Subsidiary in the Ordinary Course of Business. The GRB MSTI Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB MSTI Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ ' rights generally and subject to general principles of equity. All such GRB MSTI Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, set forth on Schedule 4.9) and GRB and each GRB MSTI Subsidiary has complied, and at the Closing will have complied with with, all Legal Requirements relating to such GRB MSTI Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB MSTI on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB MSTI Subsidiary is is, and will be on the Closing Date Date, adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBMSTI: (i) none of the GRB MSTI Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s MSTI's consolidated allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

Loans; Allowance for Loan and Lease Losses. Except as set forth in Schedule 4.11SCHEDULE 5.15, all loans and loan commitments extended by GRB or any GRB Princeton Subsidiary and any extensions, renewals or continuations of such loans and loan commitments (the “GRB Loans”"PRINCETON LOANS") were made and have been maintained materially in accordance with the lending policies of GRB or such GRB Princeton Subsidiary in the Ordinary Course of Business. The GRB Princeton Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to GRB or such GRB Princeton Subsidiary enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ ' rights generally and subject to general principles of equity. All such GRB Princeton Loans are, and at the Closing will be, free and clear of any encumbrance or other charge (except for liens, if any, as set forth on Schedule 4.9in SCHEDULE 5.15) and GRB and each GRB Princeton Subsidiary has complied, and at the Closing will have complied with all Legal Requirements relating to such GRB Princeton Loans, except where any such failure to comply would not reasonably be expected to have a Material Adverse Effect on GRB Princeton on a consolidated basis. The allowance for loan and lease losses of GRB and each GRB Princeton Subsidiary is and will be on the Closing Date adequate in all material respects to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of GRBPrinceton: (i) none of the GRB Princeton Loans is subject to any material offset or claim of offset; and (ii) the aggregate loan balances in excess of GRB’s the Citizens Bank's allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.