Common use of Loans; Investments Clause in Contracts

Loans; Investments. (a) Except as otherwise disclosed in Schedule 2.14 of the Disclosure Schedule of Midwest, each material loan reflected as an asset on the Midwest Financial Statement, dated as of June 30, 2002, is evidenced by written documentation issued in the normal course of Midwest’s or the Midwest Subsidiary’s business and constitutes, to the best of the knowledge of Midwest, 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 or equitable principles or doctrines; to the best of the knowledge of Midwest, no obligor named therein is seeking to avoid the enforceability of the terms of any loan under any such laws or equitable principles or doctrines and no loan is subject to any valid and enforceable defense, offset or counterclaim. All such loans originated by Midwest or any Midwest Subsidiary, and to the best of the knowledge of Midwest, all such loans purchased by Midwest or any Midwest Subsidiary, were made or purchased in accordance with customary lending standards of Midwest or the Midwest Subsidiary and in the ordinary course of business of Midwest or the Midwest Subsidiary. Except as set forth in Schedule 2.14 of the Disclosure Schedule of Midwest, all such loans are, and at the Closing Date will be, free and clear of any security interest, lien, encumbrance or other charge, and Midwest and the Midwest Subsidiary have complied, and at the Closing Date will have complied, in all material respects, with all material laws and regulations relating to such loans. Except as set forth on Schedule 2.14 of the Disclosure Schedule of Midwest, there are no loans or other assets of Midwest or any Midwest Subsidiary in excess of $1,000,000 that have been classified by examiners or others as “Other Assets Specially Mentioned,” “Substandard,” “Doubtful” or “Loss” as of June 30, 2002. Set forth on Schedule 2.14 of the Disclosure Schedule of Midwest is a complete list of the Bank’s OREO as of June 30, 2002.

Loans; Investments. (a) Except as otherwise disclosed in Schedule 2.14 3.15 of the Disclosure Schedule of MidwestCoVest, each material loan reflected as an asset on the Midwest CoVest Financial Statement, dated as of June 30, 2002, is evidenced by written documentation issued in the normal course of MidwestCoVest’s or the Midwest CoVest Subsidiary’s business and constitutes, to the best of the knowledge of MidwestCoVest, 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 or equitable principles or doctrines; to the best of the knowledge of MidwestCoVest, no obligor named therein is seeking to avoid the enforceability of the terms of any loan under any such laws or equitable principles or doctrines and no loan is subject to any valid and enforceable defense, offset or counterclaim. All such loans originated by Midwest CoVest or any Midwest CoVest Subsidiary, and to the best of the knowledge of MidwestCoVest, all such loans purchased by Midwest CoVest or any Midwest CoVest Subsidiary, were made or purchased in accordance with customary lending standards of Midwest CoVest or the Midwest CoVest Subsidiary and in the ordinary course of business of Midwest CoVest or the Midwest CoVest Subsidiary. Except as set forth in Schedule 2.14 3.15 of the Disclosure Schedule of MidwestCoVest, all such loans are, and at the Closing Date will be, free and clear of any security interest, lien, encumbrance or other charge, and Midwest CoVest and the Midwest CoVest Subsidiary have complied, and at the Closing Date will have complied, in all material respects, with all material laws and regulations relating to such loans. Except as set forth on Schedule 2.14 3.15 of the Disclosure Schedule of MidwestCoVest, there are no loans or other assets of Midwest CoVest or any Midwest CoVest Subsidiary in excess of $1,000,000 250,000 that have been classified by examiners or others as “Other Assets Specially Mentioned,” “Substandard,” “Doubtful” or “Loss” as of June 30, 2002. Set forth on Schedule 2.14 3.15 of the Disclosure Schedule of Midwest CoVest is a complete list of the Bank’s OREO as of June 30, 2002.

Loans; Investments. (a) Except as otherwise disclosed in Schedule 2.14 of the Disclosure Schedule of MidwestSCHEDULE 3.15 OF THE DISCLOSURE SCHEDULE OF BFFC, each material loan reflected as an asset on the Midwest BFFC Financial Statement, dated as of June 30March 31, 2002, is evidenced by written documentation issued in the normal course of Midwest’s or BFFC's and the Midwest Subsidiary’s Bank's business and constitutes, to the best of the knowledge of MidwestBFFC, 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 or equitable principles or doctrines; to the best of the knowledge of MidwestBFFC, no obligor named therein is seeking to avoid the enforceability of the terms of any loan under any such laws or equitable principles or doctrines and no loan is subject to any valid and enforceable defense, offset or counterclaim. All such loans originated by Midwest BFFC or any Midwest Subsidiarythe Bank, and to the best of the knowledge of MidwestBFFC, all such loans purchased by Midwest BFFC or any Midwest Subsidiarythe Bank, were made or purchased in accordance with customary lending standards of Midwest BFFC or the Midwest Subsidiary Bank and in the ordinary course of business of Midwest BFFC or the Midwest SubsidiaryBank. Except as set forth in Schedule 2.14 of the Disclosure Schedule of MidwestSCHEDULE 3.15 OF THE DISCLOSURE SCHEDULE OF BFFC, all such loans are, and at the Closing Date will be, free and clear of any security interest, lien, encumbrance or other charge, and Midwest BFFC and the Midwest Subsidiary Bank have complied, and at the Closing Date will have complied, in all material respects, with all material laws and regulations relating to such loans. Except as set forth on Schedule 2.14 As of the Disclosure Schedule of MidwestJune 30, 2002, there are no loans or other assets of Midwest BFFC or any Midwest Subsidiary in excess of $1,000,000 the Bank that have been classified by examiners or others as “"Other Assets Specially Mentioned,” “Substandard,” “Doubtful” or “Loss” as of June 30, 2002. Set forth on Schedule 2.14 of the Disclosure Schedule of Midwest is a complete list of the Bank’s OREO as of June 30, 2002." "

Loans; Investments. (ai) Except as otherwise disclosed EXCEPT AS OTHERWISE set forth in Schedule 2.14 of the Disclosure Schedule of MidwestSchedule, each material loan reflected as an asset on the Midwest Diablo Financial Statement, Statements dated as of June September 30, 20022006, is evidenced by written documentation issued in the normal course of Midwest’s and each loan originated or the Midwest Subsidiary’s business and constitutesacquired after such date, to the best of the knowledge of Midwest, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles or doctrines; to the best of the knowledge of Midwest, no obligor named therein is seeking to avoid the enforceability of the terms of any loan under any such laws or equitable principles or doctrines and no loan is subject to any valid and enforceable defense, offset or counterclaim. All such loans originated by Midwest or any Midwest Subsidiary, and to the best of the knowledge of Midwest, all such loans purchased by Midwest or any Midwest Subsidiary, were made or purchased in accordance with customary lending standards of Midwest or the Midwest Subsidiary and in the ordinary course of business of Midwest or the Midwest Subsidiary. Except as set forth in Schedule 2.14 of the Diablo Disclosure Schedule of MidwestSchedule, all such loans are, and at the Closing Date Effective Time will be, free and clear of any security interest, lien, encumbrance or other chargecharge and do not, and Midwest will not at the Effective Time, include any provision for prepayment penalties in violation of any law or regulation. All currently outstanding loans of Diablo, including any current extensions of any loan, were solicited, originated and currently exist in material compliance with all applicable requirements of federal and state law and regulations promulgated thereunder. There are no oral modifications or amendments or additional agreements related to the Midwest Subsidiary have compliedloans that are not reflected in Diablo’s records, and at to the Closing Date will have compliedknowledge of Diablo no claim of defense as to the enforcement of any loan has been asserted, in all material respectsand Diablo has no knowledge of any acts or omissions that would give rise to any claim or right of rescission, with all material laws and regulations relating to such loansset off, counterclaim or defense. Except as set forth on Schedule 2.14 of in the Disclosure Schedule of MidwestSchedule, there are is no loans loan or other assets asset of Midwest or any Midwest Subsidiary in excess of $1,000,000 Diablo that have has been classified by Diablo or its examiners or others as “Other Assets Specially Mentioned,” “Substandard,” “DoubtfulWatchlist,”“Special Mention,”“Substandard,”“Doubtful” or “Loss” as (identified by borrower, outstanding amounts and summary of June 30, 2002. Set forth on Schedule 2.14 of the Disclosure Schedule of Midwest is a complete list of the Bank’s OREO as of June 30, 2002loan terms).