Common use of Loans; Investments Clause in Contracts

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects consistent with such policies except in each case for deviations in such policies that would not adversely affect Company Bank’s ability to collect such loans. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company or any Company Subsidiary is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge of Company and Company Bank, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations and are in full force and effect. (c) Except for pledges to secure public and trust deposits, none of the investments reflected in the Company audited financial statements dated as of the Balance Sheet Date under the heading “Investment Securities,” and none of the investments made by Company and Company Bank since the Balance Sheet Date, is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company or Company Bank to freely dispose of such investment at any time, other than those restrictions imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company or Company Bank is a party, Company or Company Bank has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000, neither Company nor Company Bank has sold or otherwise disposed of any assets in a transaction in which the acquiror of such assets or other person has the right, either conditionally or absolutely, to require Company or Company Bank to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (d) As of the Balance Sheet Date, Company Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company Bank, violates in any material respect any applicable Law.

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank Bank, including guarantees thereon, and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects substantially consistent with such policies except in each case for deviations in such policies that would not adversely affect policies. Neither Company nor any Company Subsidiary (other than Company Bank’s ability to collect such loans), originates or makes extensions of credit. Section 3.15 of the Company Entities Disclosure Schedule identifies as of the date hereof each loan or other asset of Company or any Company Subsidiary that has been classified by examiners or others as “Other Loans of Concern,” “Substandard,” “Doubtful” or “Loss.” Set forth in Section 3.15 of the Company Entities Disclosure Schedule is a complete list of the real estate acquired through foreclosure, repossession or deed in lieu thereof (“REO”) on the books of Company, Company Bank or any Company Subsidiary as of June 30, 2003. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company, Company Bank or any Company Subsidiary Subsidiaries is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge knowledge of Company and Company BankEntities, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time time. Company, Company Bank and Company Subsidiaries have duly performed in all material respects all of their respective obligations thereunder to the extent that such obligations to perform have accrued, and to the knowledge of Company Entities, there are legalno material breaches, valid violations or defaults or allegations or assertions of such by any party thereunder. None of the transactions contemplated by this Agreement would result in: (i) a counterparty under any interest rate swap, cap, floor and binding obligations and are in full force and effectoption agreement or any other interest rate risk management agreement or (ii) any party to any mortgage-backed security financing arrangement, to accelerate, discontinue, terminate or otherwise modify any such agreement or arrangement or would require Company, Company Bank or Company Subsidiaries to recognize any gain or loss with respect to such arrangement. (c) Except for pledges to secure public and trust depositsdeposits and borrowings in the ordinary course of business, none of the investments reflected in the Company audited financial statements Entities Financial Statements dated as of the Balance Sheet Date June 30, 2003 under the heading “Investment Securities,” and none of the investments made by Company, Company Bank and Company Bank Subsidiary since the Balance Sheet DateJune 30, 2003 is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company, Company Bank or Company Bank Subsidiary to freely dispose of such investment at any time, other than those restrictions permitted or imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company or Company, Company Bank or any Company Subsidiary, is a party, Company, Company Bank or Company Bank Subsidiary has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000any securities sold subject to repurchase obligations in the normal course of business and any loans or loan participations subject to customary repurchase obligations, neither Company nor none of Company, Company Bank or Company Subsidiaries has sold or otherwise disposed of any assets in a transaction in which the acquiror acquirer of such assets or other person has the right, either conditionally or absolutely, to require Company or Company, Company Bank or any Company Subsidiary to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (d) As All United States Treasury securities, obligations of other United States Government agencies and corporations, obligations of States of the Balance Sheet DateUnited States and their political subdivisions, and other investment securities classified as “held to maturity” and “available for sale” held by Company, Company Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company BankSubsidiaries, violates as reflected in any material respect any applicable Lawthe Company Entities Financial Statements dated June 30, 2003, were classified and accounted for in accordance with Statement of Financial Accounting Standards No. 115 and the intentions of management.

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank Bank, including guarantees thereon, and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects substantially consistent with such policies except in each case for deviations in such policies that would not adversely affect all material respects. Neither Company nor any Company Subsidiary (other than Bank’s ability to collect such loans), originates or makes extensions of credit. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company or any Company Subsidiary is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge of Company and Company Bank, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations and are in full force and effect. (c) Except for pledges to secure public and trust depositsdeposits and borrowings in the ordinary course of business, none of the investments reflected in the Financial Statements of Company audited financial statements dated as of the Balance Sheet Date under the heading “Investment Securities,” and none of the investments made by Company, Bank or any Company and Company Bank Subsidiary since the Balance Sheet DateDecember 31, 2003 is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company Company, Bank or Company Bank Subsidiary to freely dispose of such investment at any time, other than those restrictions permitted or imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company, Bank or any Company or Company Bank Subsidiary, is a party, Company Company, Bank or Company Bank Subsidiary has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000any securities sold subject to repurchase obligations in the normal course of business and any loans or loan participations subject to customary repurchase obligations, neither none of Company, Bank or Company nor Company Bank Subsidiaries has sold or otherwise disposed of any assets in a transaction in which the acquiror acquirer of such assets or other person has the right, either conditionally or absolutely, to require Company, Bank or any Company or Company Bank Subsidiary to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (dc) As All United States Treasury securities, obligations of other United States Government agencies and corporations, obligations of States of the Balance Sheet DateUnited States and their political subdivisions, Company and other investment securities classified as “held to maturity” and “available for sale” held by Company, Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company BankSubsidiaries, violates as reflected in any material respect any applicable Lawthe Financial Statements of Company, were classified and accounted for in accordance with Statement of Financial Accounting Standards No. 115 and the intentions of management.

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects consistent with such policies except in each case for deviations in such policies that would not adversely affect Company Bank’s ability to collect such loans. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company or any Company Subsidiary is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge of Company and Company Bank, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations and are in full force and effect. (c) Except for pledges to secure public and trust deposits, none of the investments reflected in the Company audited financial statements dated as of the Balance Sheet Date December 31, 2003 under the heading “Investment Securities,” and none of the investments made by Company and Company Bank since the Balance Sheet DateDecember 31, 2003, is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company or Company Bank to freely dispose of such investment at any time, other than those restrictions imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company or Company Bank is a party, Company or Company Bank has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000, neither Company nor Company Bank has sold or otherwise disposed of any assets in a transaction in which the acquiror of such assets or other person has the right, either conditionally or absolutely, to require Company or Company Bank to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (d) As of the Balance Sheet DateDecember 31, 2003, Company Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company Bank, violates in any material respect any applicable Law.

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank Bank, including guarantees thereon, and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects substantially consistent with such policies except policies. Section 3.15 of the Company Entities Disclosure Schedule identifies as of the date hereof each loan or other asset of Company or any Company Subsidiary that has been classified by examiners or others as “Other Loans of Concern,” “Substandard,” “Doubtful” or “Loss.” Set forth in each case for deviations Section 3.15 of the Company Entities Disclosure Schedule is a complete list of the real estate acquired through foreclosure, repossession or deed in such policies that would not adversely affect lieu thereof (“REO”) on the books of Company Bank’s ability to collect such loansor Company Bank as of December 31, 2002. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company, Company Bank or any Company Bank Subsidiary is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge knowledge of Company and Company BankEntities, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time time. Company, Company Bank and Company Bank Subsidiary have duly performed in all material respects all of their respective obligations thereunder to the extent that such obligations to perform have accrued, and to the knowledge of Company Entities, there are legalno material breaches, valid violations or defaults or allegations or assertions of such by any party thereunder. None of the transactions contemplated by this Agreement would result in: (i) a counterparty under any interest rate swap, cap, floor and binding obligations and are in full force and effectoption agreement or any other interest rate risk management agreement or (ii) any party to any mortgage-backed security financing arrangement, to accelerate, discontinue, terminate or otherwise modify any such agreement or arrangement or would require Company, Company Bank or Company Bank Subsidiary to recognize any gain or loss with respect to such arrangement. (c) Except for pledges to secure public and trust depositsdeposits and borrowings in the ordinary course of business, none of the investments reflected in the Company audited financial statements Entities Financial Statements dated as of the Balance Sheet Date December 31, 2002 under the heading “Investment Securities,” and none of the investments made by Company, Company Bank and Company Bank Subsidiary since the Balance Sheet DateDecember 31, 2002, is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company, Company Bank or Company Bank Subsidiary to freely dispose of such investment at any time, other than those restrictions permitted or imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company or Company Bank is a party, Company or Company Bank has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000any securities sold subject to repurchase obligations in the normal course of business and any loans or loan participations subject to customary repurchase obligations, neither Company nor none of Company, Company Bank or Company Bank Subsidiary has sold or otherwise disposed of any assets in a transaction in which the acquiror acquirer of such assets or other person has the right, either conditionally or absolutely, to require Company, Company Bank or Company Bank Subsidiary to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (d) As All United States Treasury securities, obligations of other United States Government agencies and corporations, obligations of States of the Balance Sheet DateUnited States and their political subdivisions, and other investment securities classified as “held to maturity” and “available for sale” held by Company, Company Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company BankBank Subsidiary, violates as reflected in any material respect any applicable Lawthe Company Entities Financial Statements dated December 31, 2002, were classified and accounted for in accordance with Statement of Financial Accounting Standards No. 115 and the intentions of management.

Loans; Investments. (a) The outstanding loans, including guarantees thereon, originated by Company Bank have been documented in all material respects in accordance with the policies of Company Bank Bank, including guarantees thereon, and all loans purchased by or participated in by Company Bank are documented in a manner in all material respects substantially consistent with such policies except in each case for deviations in such policies that would not adversely affect all material respects. Neither Company nor any Company Subsidiary (other than Bank’s ability to collect such loans), originates or makes extensions of credit. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Company or any Company Subsidiary is a party or by which any of their properties or assets may be bound were entered into in the ordinary course of business and, to the Knowledge of Company and Company Bank, in accordance with then-customary practice and applicable rules, regulations and policies of bank regulatory authorities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations and are in full force and effect. (c) Except for pledges to secure public and trust depositsdeposits and borrowings in the ordinary course of business, none of the investments reflected in the Financial Statements of Company audited financial statements dated as of the Balance Sheet Date under the heading “"Investment Securities,” " and none of the investments made by Company, Bank or any Company and Company Bank Subsidiary since the Balance Sheet DateDecember 31, 2003 is subject to any restriction, whether contractual or statutory, which materially impairs the ability of Company Company, Bank or Company Bank Subsidiary to freely dispose of such investment at any time, other than those restrictions permitted or imposed on securities held for investment under GAAP. With respect to all material repurchase agreements to which Company, Bank or any Company or Company Bank Subsidiary, is a party, Company Company, Bank or Company Bank Subsidiary has a valid, perfected first lien or security interest in the government securities or other collateral securing each such repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement. Except for a transaction involving less than $50,000any securities sold subject to repurchase obligations in the normal course of business and any loans or loan participations subject to customary repurchase obligations, neither none of Company, Bank or Company nor Company Bank Subsidiaries has sold or otherwise disposed of any assets in a transaction in which the acquiror acquirer of such assets or other person has the right, either conditionally or absolutely, to require Company, Bank or any Company or Company Bank Subsidiary to repurchase or otherwise reacquire any such assets. Set forth in Section 3.15 of the Company Disclosure Schedule is a complete and accurate list of each investment and debt security, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell owned by Company or Company Bank. (dc) As All United States Treasury securities, obligations of other United States Government agencies and corporations, obligations of States of the Balance Sheet DateUnited States and their political subdivisions, Company and other investment securities classified as "held to maturity" and "available for sale" held by Company, Bank is not a party to any loan agreement, note or borrowing arrangement, which, to the Knowledge of Company and Company BankSubsidiaries, violates as reflected in any material respect any applicable Lawthe Financial Statements of Company, were classified and accounted for in accordance with Statement of Financial Accounting Standards No. 115 and the intentions of management.