OR OTHER MATERIAL
INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH IT MAY BE BOUND, OR RESULT
IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY OF THE
PROPERTY OF BORROWER, OR VIOLATE ANY PROVISION OF THE CHARTER OR BYLAWS OF
BORROWER, THE BANK OR ANY OTHER SUBSIDIARY.
4.4
COMPLIANCE WITH LAW; GOVERNMENT APPROVALS.
(A)
BORROWER HAS COMPLIED AND IS COMPLYING WITH ALL REQUIREMENTS, MADE
ALL APPLICATIONS, AND SUBMITTED ALL REPORTS REQUIRED BY THE BANK HOLDING COMPANY
ACT OF 1956, AS AMENDED, AND ANY REGULATIONS OR RULINGS ISSUED IN CONNECTION
THEREWITH, AND THE TRANSACTION CONTEMPLATED HEREBY WILL NOT VIOLATE ANY SUCH
STATUTES, RULES, RULINGS, OR REGULATIONS NOR WILL THE CONSUMMATION OF SAID
ACTIONS AND TRANSACTIONS CAUSE BORROWER TO BE IN VIOLATION THEREOF.
BORROWER
HAS, IF REQUIRED, MADE ALL FILINGS AND RECEIVED ALL GOVERNMENTAL OR REGULATORY
APPROVALS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN,
INCLUDING WITHOUT LIMITATION THE APPROVAL OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM.
(B)
BORROWER HAS COMPLIED AND IS COMPLYING WITH ALL OTHER APPLICABLE
STATE OR FEDERAL STATUTES, RULES, RULINGS AND REGULATIONS EXCEPT AS WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE BORROWING OF
MONEY AND SAID ACTIONS AND TRANSACTIONS REQUIRED HEREUNDER WILL NOT VIOLATE ANY
OF SUCH STATUTES, RULES, RULINGS, OR REGULATIONS.
4.5
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR,
TO THE KNOWLEDGE OF THE BORROWER THREATENED AGAINST THE BORROWER, THE BANK OR
ANY OTHER SUBSIDIARY BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL OR
ADMINISTRATIVE BODY OR AGENCY WHICH, IF ADVERSELY DETERMINED, WOULD RESULT IN
ANY MATERIAL AND ADVERSE CHANGE IN THE FINANCIAL CONDITION, BUSINESS OPERATION,
OR PROPERTIES OR ASSETS OF THE BORROWER, THE BANK, OR ANY OTHER SUBSIDIARY
EXCEPT AS SET FORTH IN EXHIBIT C.
4.6
SUPERVISORY ACTION.
NEITHER BORROWER, THE BANK NOR ANY OTHER
SUBSIDIARY IS SUBJECT TO ANY SUPERVISORY ACTION BY ANY FEDERAL OR STATE BANK
REGULATORY AUTHORITY, EXCEPT AS SET FORTH ON SCHEDULE 4.6 ATTACHED HERETO AND
INCORPORATED BY REFERENCE HEREIN.
4.7
FINANCIAL CONDITION.
THE BALANCE SHEETS AND THE RELATED STATEMENTS OF
INCOME OF BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES AND THE FINANCIAL
REPORTS OF BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES WHICH WILL BE
DELIVERED TO LENDER PURSUANT TO SECTION 3.9 HEREOF ARE, OR WILL BE AS OF THEIR
RESPECTIVE DATES AND FOR THE RESPECTIVE PERIODS STATED THEREIN, COMPLETE AND
CORRECTLY AND FAIRLY PRESENT THE FINANCIAL CONDITION OF BORROWER, THE BANK, AND
THE OTHER SUBSIDIARIES, AND THE RESULTS OF THEIR OPERATIONS, RESPECTIVELY, IN
ALL MATERIAL RESPECTS AS OF THE DATES AND FOR THE PERIODS STATED THEREIN, AND
HAVE BEEN, OR WILL BE AS OF THEIR RESPECTIVE DATES AND FOR THE RESPECTIVE
PERIODS STATED THEREIN, PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED THROUGHOUT THE PERIOD INVOLVED AND
CONSISTENT WITH THAT OF THE PRECEDING FISCAL YEAR OR PERIOD, AS THE CASE MAY
BE.
THERE ARE NO MATERIAL LIABILITIES OF THE BORROWER, THE BANK, OR ANY OTHER
SUBSIDIARY NOT INCLUDED IN SUCH FINANCIAL