Common use of Representations and Warranties of the Lender Clause in Contracts

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth of Virginia, and is validly existing and in good standing under the laws of the Commonwealth of Virginia. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, and is not in violation of, and will not violate, any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank Association has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the BankAssociation, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are not "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.)

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditscreditors' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (iih) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound bound, (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), ) (iii) above, for any such conflicts, violations, conflicts or defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Lender and the Bank has have taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. The ESOP qualifies as an "employee stock ownership plan" as defined in Section 4975(e)(7) of the Code. The ESOP provides that the Under and the "employer", as such term is defined in the ESOP (the "Employer"), may make contributions to the Trust in an amount necessary to enable the Trustee to amortize the Loan in accordance with the terms of the Note and this Agreement, and the Employer shall make such contributions; provided, however, that no such contributions shall be required if they would adversely affect the qualification of the ESOP under Section 401(a) of the Code. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the BankLender, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii54.49757(b)(1)(ii) of the Regulations, provided the "administrator" of the ESOP, as such term is defined in the ESOP Committee (the "Administrator"), determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are not "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.)

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth of VirginiaUnited States, and is validly existing and not in good standing violation of its federal charter and bylaws issued under the laws of the Commonwealth of VirginiaUnited States. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation Federal Charter or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound or (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter. 6.9 The Bank shall apply for a determination letter from the Internal Revenue Service that the Plan and the Trust, taken together, qualify as an employee stock ownership plan for purposes of Section 4975(e)(7) of the Code and the rules and regulations thereunder. 6.10 The Bank or its affiliates shall make contributions to the ESOP sufficient to enable the Trustee to make payments on the Loan as required in accordance with its terms.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii)) , (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are not "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.)

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound or (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), or (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are not "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.)

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaIndiana, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaIndiana. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth of VirginiaMassachusetts, and is validly existing and in good standing under the laws of the Commonwealth of VirginiaMassachusetts. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound bound, and (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The To its best knowledge, the Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There To its best knowledge, there is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA ERISA, and are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counteron American Stock Exchange.

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth State of VirginiaDelaware, and is validly existing and in good standing under the laws of the Commonwealth State of VirginiaDelaware. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditscreditors' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound or (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), or (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are not "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.)

Representations and Warranties of the Lender. The Lender represents and warrants that: 6.1 The Lender is a corporation duly organized under the laws of the Commonwealth of VirginiaMassachusetts, and is validly existing and in good standing under the laws of the Commonwealth of VirginiaMassachusetts. The Lender has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, Lender and is not in violation of, and will not violate, violate any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound bound, and (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole. 6.5 The To its best knowledge, the Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust. 6.6 There To its best knowledge, there is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Company or the Bank, threatened against or affecting the ESOP before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as that term is defined under Section 54.4975-7(b)(1)(iii) of the Regulations, provided the ESOP Committee determines that the interest rate is not more than reasonable; and the transactions contemplated by this Agreement which are "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406(a) of ERISA ERISA, and are subject to exemption pursuant to Section 4975(d)(3) of the Code and Section 408 of ERISA. 6.8 Except as otherwise provided in this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counteron [Stock Exchange].