Common use of Loans; Loan Loss Reserves Clause in Contracts

Loans; Loan Loss Reserves. (a) Each outstanding Loan reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge of First Community, oral) to the Wholly Owned Bank that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Bank has not entered into any loan repurchase agreements. (b) The reserves for loan and lease losses shown on each of the balance sheets contained in the First Community Financial Statements are adequate in the judgment of management and consistent with the standards of the FDIC and under GAAP to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves as shown on the First Community Interim Balance Sheet are, to the knowledge of First Community, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement, any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Minority Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge of First Communitythe Minority Bank, oral) to the Wholly Owned Minority Bank that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Minority Bank has not entered into any loan repurchase agreements. (b) The reserves for loan and lease losses shown on each of the balance sheets contained in the First Community Minority Bank Financial Statements are adequate in the judgment of management and consistent with the standards of the FDIC and under GAAP to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Minority Bank as of June 30, 2012 in excess of such reserves as shown on the First Community Minority Bank Interim Balance Sheet are, to the knowledge of First Communitythe Minority Bank, collectible in accordance with their terms. (c) Schedule 4.8(c3.8(c) sets forth for the Wholly Owned Minority Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Minority Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and and, to the Knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or the Bank, oral) to the Wholly Owned Company or the Bank that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Neither the Company nor the Bank has not entered into any loan repurchase agreements. (b) The Except as set forth in Schedule 2.8(b), the reserves for loan and lease losses shown on each of the balance sheets contained in the First Community Financial Statements are adequate in the judgment of management and consistent with the applicable regulatory standards of the FDIC and under GAAP to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and the Bank, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or any Company Subsidiary, oral) to the Wholly Owned Bank Company or any Company Subsidiary that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted in writing (or, to the Knowledge of the Company or any Company Subsidiary, oral) with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liensliens except to the extent such validity or enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by Applicable Law which may affect the availability of equitable remedies. The Wholly Owned Bank Neither the Company nor any Company Subsidiary has not entered into any loan repurchase agreements. There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of the Company or any Company Subsidiary or an entity controlled by an executive officer or director during the three years immediately preceding the date hereof. (b) The reserves and allowances for loan and lease losses shown on each of the balance sheets contained in the First Community Company Financial Statements are adequate in the judgment of management management, and consistent with the Bank’s internal policies, applicable regulatory standards of the FDIC and under GAAP GAAP, to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and any Company Subsidiary, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each Except as set forth on Schedule 4.11, each Loan outstanding Loan reflected on the books and records as of the Wholly Owned Bank date of this Agreement and reflected as an asset on any of the Company Financial Statements or Regulatory Reports is evidenced by appropriate documentation that is customary and legally sufficient documentation in all material respects and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws which may affect or equitable principles or doctrines. To the availability of equitable remedies. No Company’s Knowledge, no obligor named in any Loan has provided notice (whether written or, to the knowledge of First Community, oral) to the Wholly Owned Bank that such obligor intends to attempt therein is seeking to avoid the enforceability of any term of any Loan under any such laws or equitable remediesprinciples or doctrines, and no Loan is subject to any valid defense, set-off, offset or counterclaim that has been asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Bank has not entered into any loan repurchase agreementscounterclaim. (b) The reserves for loan and lease losses shown on each All Loans originated or purchased by the Company or any Acquired Subsidiary were made or purchased in the Ordinary Course of Business of the balance sheets contained Company or such Acquired Subsidiary. Except as set forth on Schedule 4.11, all Loans are free and clear of any security interest, lien, encumbrance or other charge, and the Company or applicable Acquired Subsidiary has complied in all material respects with all Applicable Laws and Regulations relating to the Loans. (c) Except as disclosed on Schedule 4.11, none of the Company or any Acquired Subsidiary is a party to any 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 the Company or applicable Acquired Subsidiary has discontinued the accrual of interest; (ii) that has been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” a “troubled debt restructuring” or any comparable classifications by the Company or applicable Acquired Subsidiary, or by any Applicable Governmental Authority; (iii) that has been listed on any “watch list” or similar internal report of the Company or the applicable Acquired Subsidiary; (iv) to an Affiliate of an obligor under any Loan described in clauses (i), (ii) or (iii) hereof; (v) that has been the subject of any notice from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Loan; or (vi) with respect to which the Company or applicable Acquired Subsidiary is aware of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Loan or by any obligor of such Loan. (d) Each Loan Loss Reserve reflected in the First Community Company Financial Statements are adequate (including footnotes thereto) was determined on the basis of the Company’s or applicable Acquired Subsidiary’s continuing review and evaluation of its Loan portfolio under the requirements of GAAP and all Applicable Laws and Regulations, was established in the judgment of management and a manner consistent with the standards Company’s or applicable Acquired Subsidiary’s internal policies and was adequate in all material respects under the requirements of the FDIC GAAP and under GAAP all Applicable Laws and Regulations to provide for possible or specific losses, net of recoveries relating to loans and leases Loans previously charged charged-off, on loans Loans outstanding, and leases outstanding (including accrued interest receivable) as contained an additional amount of unallocated reserves for unanticipated future losses at a level that was adequate under the requirements of GAAP and all Applicable Laws and Regulations. The Company has no Knowledge that the aggregate principal amount of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 Loans in excess of such reserves as shown on the First Community Interim Balance Sheet are, to the knowledge of First Community, collectible in accordance with their termsany Loan Loss Reserve is not fully collectible. (ce) There are no interest rate swaps, caps, floors, option agreements or other interest rate risk management arrangements with respect to the Loans to which the Company or any Acquired Subsidiary is a party or by which any of its assets or properties may be bound, other than as contained in the respective loan documents and forward sale commitments with respect to Loans that will not be owned by any Acquired Subsidiary after the Closing, or as otherwise listed on Schedule 4.8(c4.11. (f) sets Set forth for the Wholly Owned Bank on Schedule 4.11 is a complete and accurate list of all Loans each outstanding letter of credit and each committed line of credit (not including home equity lines of credit) in excess of Two Hundred Fifty Thousand Dollars ($250,000). (g) Except as set forth on Schedule 4.11, since December 31, 2011, none of the amount over $2,500,000 Company or more (including Loans any Acquired Subsidiary has repurchased or otherwise reacquired, or received a request to repurchase or otherwise reacquire, any one borrower Loan or related group of borrowers which, in the aggregate, equal interest therein from any Mortgage Loan Investor or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending fundingany other Person.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or any Company Subsidiary, oral) to the Wholly Owned Bank Company or any Company Subsidiary that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Bank Neither the Company nor any Company Subsidiary has not entered into any loan repurchase agreements. There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of the Company or any Company Subsidiary or an entity controlled by an executive officer or director during the three years immediately preceding the date hereof. (b) The reserves and allowances for loan and lease losses shown on each of the balance sheets contained in the First Community Company Financial Statements are adequate in the judgment of management management, and consistent with the Bank’s internal policies, applicable regulatory standards of the FDIC and under GAAP GAAP, to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and any Company Subsidiary, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Except as set forth on Schedule 5.11, each Loan reflected as an asset on the books and records any of the Wholly Owned Bank Acquiror Financial Statements or Acquiror Regulatory Reports is evidenced by appropriate documentation that is customary and legally sufficient documentation in all material respects and constitutes constitutes, to the Acquiror’s Knowledge, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws which may affect the availability of or equitable remediesprinciples or doctrines. No To Acquiror’s Knowledge, no obligor named in any Loan has provided notice (whether written or, to the knowledge of First Community, oral) to the Wholly Owned Bank that such obligor intends to attempt therein is seeking to avoid the enforceability of any term of any Loan under any such laws or equitable remediesprinciples or doctrines, and no Loan is subject to any valid defense, set-off, offset or counterclaim that has been asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Bank has not entered into any loan repurchase agreementscounterclaim. (b) The reserves for loan All Loans originated or purchased by Acquiror Bank were made or purchased in accordance with the policies of Acquiror Bank’s board of directors and lease losses shown in the Ordinary Course of Business of Acquiror Bank. Except as set forth on each Schedule 5.11, all Loans are free and clear of any security interest, lien, encumbrance or other charge, except where such security interest, lien, encumbrance or other charge was incurred in the Ordinary Course of Business and would not have a Material Adverse Effect on Acquiror Bank, and Acquiror Bank has complied in all material respects with all Applicable Laws and Regulations relating to the Loans. (c) Except as disclosed on Schedule 5.11, to the Acquiror’s Knowledge, Acquiror Bank is not party to any 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 balance sheets contained 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,” a “troubled debt restructuring” or any comparable classifications by Acquiror, Acquiror Bank or by any Applicable Governmental Authority; (iii) that has been listed on any “watch list” or similar internal report of Acquiror or Acquiror Bank; (iv) to an Affiliate of an obligor under any Loan described in clauses (i), (ii) or (iii) hereof; (v) that has been the subject of any notice from any obligor of adverse environmental conditions potentially affecting the value of any collateral for such Loan; or (vi) with respect to which Acquiror or Acquiror Bank is aware of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Loan or by any obligor of such Loan. (d) Each Loan Loss Reserve reflected in the First Community Acquiror Financial Statements are (including footnotes thereto) was determined on the basis of the Acquiror Bank’s continuing review and evaluation of its Loan portfolio under the requirements of GAAP and all Applicable Laws and Regulations, was established in a manner consistent with Acquiror Bank’s internal policies and, in the reasonable judgment of Acquiror Bank, was adequate in all material respects under the judgment requirements of management GAAP and consistent with the standards of the FDIC all Applicable Laws and under GAAP Regulations to provide for possible or specific losses, net of recoveries relating to loans and leases Loans previously charged charged-off, on loans Loans outstanding, and, in the reasonable judgment of Acquiror Bank, contained an additional amount of unallocated reserves for unanticipated future losses at a level that was adequate under the requirements of GAAP and leases outstanding (including accrued interest receivable) as all Applicable Laws and Regulations. Acquiror has no Knowledge that the aggregate principal amount of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 Loans in excess of such reserves as shown on the First Community Interim Balance Sheet are, to the knowledge of First Community, collectible in accordance with their termsany Loan Loss Reserve is not fully collectible. (ce) Schedule 4.8(c) sets forth for There are no interest rate swaps, caps, floors, option agreements or other interest rate risk management arrangements with respect to the Wholly Owned Loans to which Acquiror Bank is a list party or by which any of all Loans its assets or properties may be bound other than as contained in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank respective loan documents and are pending fundingforward sale commitments.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or any Company Subsidiary, oral) to the Wholly Owned Bank Company or any Company Subsidiary that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted in writing (or, to the Knowledge of the Company or any Company Subsidiary, oral) with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens, except to the extent such validity or enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by Applicable Law which may affect the availability of equitable remedies. The Wholly Owned Bank Neither the Company nor any Company Subsidiary has not entered into any loan repurchase agreements. There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of the Company or any Company Subsidiary or an entity controlled (as defined in Section 10.5) by an executive officer or director during the three years immediately preceding the date hereof. (b) The reserves and allowances for loan and lease losses shown on each of the balance sheets contained in the First Community Company Financial Statements are adequate in the judgment of management management, and consistent with the Bank’s internal policies, applicable regulatory standards of the FDIC and under GAAP GAAP, to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including excluding accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and any Company Subsidiary, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge of First Communitythe Company or the Bank, oral) to the Wholly Owned Company or the Bank that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Neither the Company nor the Bank has not entered into any stand-alone loan repurchase agreements. (b) The reserves for loan and lease losses shown on each of the balance sheets contained in the First Community Financial Statements are adequate in the judgment of management and consistent with the applicable regulatory standards of the FDIC and under GAAP to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Sheet, are, to the knowledge of First Communitythe Company and the Bank, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or any Company Subsidiary, oral) to the Wholly Owned Bank Company or any Company Subsidiary that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted in writing (or, to the Knowledge of the Company or any Company Subsidiary, oral) with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens, except to the extent such validity or enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by Applicable Law which may affect the availability of equitable remedies. The Wholly Owned Bank Neither the Company nor any Company Subsidiary has not entered into any loan repurchase agreements. There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of the Company or any Company Subsidiary or an entity controlled by an executive officer or director during the three years immediately preceding the date hereof. (b) The reserves and allowances for loan and lease losses shown on each of the balance sheets contained in the First Community Company Financial Statements are adequate in the judgment of management management, and consistent with the Bank’s internal policies, applicable regulatory standards of the FDIC and under GAAP GAAP, to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and any Company Subsidiary, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.

Loans; Loan Loss Reserves. (a) Each outstanding Loan loan, loan agreement, note, lease or other borrowing agreement (including any overdraft protection extensions of credit), any participation therein and any guaranty, renewal or extension thereof (collectively, “Loans”) reflected on the books and records of the Wholly Owned Bank is evidenced by appropriate and sufficient documentation and and, to the knowledge of the Company, constitutes the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally from time to time in effect and by applicable laws Applicable Law which may affect the availability of equitable remedies. No obligor named in any Loan has provided notice (whether written or, to the knowledge Knowledge of First Communitythe Company or any Company Subsidiary, oral) to the Wholly Owned Bank Company or any Company Subsidiary that such obligor intends to attempt to avoid the enforceability of any term of any Loan under any such laws or equitable remedies, and no Loan is subject to any valid defense, set-off, or counterclaim that has been threatened or asserted with respect to such Loan. All Loans that are secured, as evidenced by the appropriate and sufficient ancillary security documents, are so secured by valid and enforceable liens. The Wholly Owned Bank Neither the Company nor any Company Subsidiary has not entered into any loan repurchase agreements. There has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of the Company or any Company Subsidiary or an entity controlled by an executive officer or director during the three years immediately preceding the date hereof. (b) The reserves and allowances for loan and lease losses shown on each of the balance sheets contained in the First Community Company Financial Statements are adequate in the judgment of management management, and consistent with the Bank’s internal policies, applicable regulatory standards of the FDIC and under GAAP GAAP, to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding (including accrued interest receivable) as of the applicable date of such balance sheet. The aggregate loan balances of the Wholly Owned Bank as of June 30, 2012 in excess of such reserves reserves, in each case as shown on the First Community Interim Balance Sheet Company Financial Statements, are, to the knowledge Knowledge of First Communitythe Company and any Company Subsidiary, collectible in accordance with their terms. (c) Schedule 4.8(c) sets forth for the Wholly Owned Bank a list of all Loans in the amount over $2,500,000 or more (including Loans to any one borrower or related group of borrowers which, in the aggregate, equal or exceed $2,500,000) that have been approved by the Wholly Owned Bank and are pending funding.