STATEMENTS.
THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE BUSINESS, PROPERTIES OR CONDITION OF BORROWER,
THE BANK, OR THE OTHER SUBSIDIARIES SINCE THE DATE OF THE FINANCIAL STATEMENT
FURNISHED TO LENDER PURSUANT TO SECTION 3.9 HEREOF.
4.8
TAX LIABILITY.
BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES HAVE
FILED ALL FEDERAL AND STATE INCOME TAX RETURNS AND OTHER MATERIAL TAX RETURNS,
WHICH ARE REQUIRED TO BE FILED BY THEM, AND HAVE PAID ALL TAXES WHICH HAVE
BECOME DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENTS RECEIVED BY
BORROWER, THE BANK, AND THE OTHER SUBSIDIARIES EXCEPT (A) AS WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR IMPOSE A LIEN ON ANY
COLLATERAL OR ANY OTHER MATERIAL ASSETS OF THE BORROWER, THE BANK, AND/OR THE
OTHER SUBSIDIARIES OR (B) AS ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE
WITH GAAP.
4.9
SUBSIDIARIES.
BORROWER HAS NO SUBSIDIARIES AND OWNS STOCK IN NO
CORPORATION OR BANKING ASSOCIATION (OTHER THAN STOCK OF ENTITIES THE ACCOUNTS OF
WHICH WOULD NOT BE CONSOLIDATED WITH THOSE OF THE PARENT IN THE PARENT'S
CONSOLIDATED FINANCIAL STATEMENTS) OTHER THAN THE SUBSIDIARIES LISTED IN EXHIBIT
D.
4.10
BANK STOCK.
THE COMMON STOCK OF THE BANK OWNED BY BORROWER OR ANY
OTHER SUBSIDIARY OF BORROWER IS DULY AUTHORIZED AND VALIDLY ISSUED BY THE BANK
OR OTHER SUBSIDIARY.
THE TOTAL NUMBER OF SHARES OF COMMON STOCK OF THE BANK AND
EACH OTHER SUBSIDIARY ISSUED AND OUTSTANDING AS OF THE DATE HEREOF
ARE ALL
OWNED BY BORROWER, THE BANK OR OTHER SUBSIDIARIES OF BORROWER.
EXCEPT AS SET
FORTH IN SECTION 6.2 HEREOF OR ON EXHIBIT E, THE STOCK OF THE BANK AND EACH
OTHER SUBSIDIARY IS FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, SECURITY
INTERESTS; SAID COMMON STOCK IS FULLY PAID AND NON-ASSESSABLE. THERE ARE NO
OUTSTANDING WARRANTS OR OPTIONS TO ACQUIRE ANY COMMON STOCK OF THE BANK AND ANY
OTHER SUBSIDIARY.
THERE ARE NO OUTSTANDING SECURITIES CONVERTIBLE OR
EXCHANGEABLE INTO SHARES OF COMMON STOCK OF ANY SUBSIDIARY; AND THERE ARE NO
RESTRICTIONS ON THE TRANSFER OR PLEDGE OF ANY SHARES OF COMMON STOCK OF ANY
SUBSIDIARY, EXCEPT AS SET FORTH IN SECTION 6.2 HEREOF OR ON EXHIBIT E.
BORROWER
HAS THE RIGHT TO PLEDGE AND TRANSFER THE COLLATERAL AND ASSIGN THE INCOME
THEREFROM WITHOUT OBTAINING THE CONSENT OF ANY OTHER PERSON OR AUTHORITY EXCEPT
AS SET FORTH IN SECTION 6.2 HEREOF OR ON EXHIBIT E; AND THE PLEDGE AGREEMENT
CREATES FOR THE BENEFIT OF LENDER A FIRST LIEN SECURITY INTEREST IN THE
COLLATERAL SUBJECT TO NO OTHER INTERESTS OR CLAIMS.
4.11
TITLE TO ASSETS; LIENS.
BORROWER AND BANK EACH HAVE GOOD AND
MARKETABLE TITLE TO ALL ITS RESPECTIVE PROPERTIES AND ASSETS REFLECTED ON THE
FINANCIAL STATEMENTS REFERRED TO HEREIN, EXCEPT FOR (I) SUCH ASSETS AS HAVE BEEN
DISPOSED OF SINCE SAID DATE AS NO LONGER USED OR USEFUL IN THE CONDUCT OF
BUSINESS OR AS PERMITTED UNDER SECTION 6.6 HEREOF AND (II) ITEMS WHICH