INDENTURES, TRUST
AGREEMENTS AND GUARANTEES IN CONNECTION WITH THE ISSUANCE BY SUCH PERSON OF
TRUST PREFERRED SECURITIES EITHER (I) EXISTING ON THE DATE HEREOF OR (II)
INCURRED PURSUANT TO THE ACQUISITION OR ANY OTHER ACQUISITION PERMITTED UNDER
THIS AGREEMENT THAT, IN ANY CASE, DO NOT DILUTE THE COLLATERAL AND THAT
OTHERWISE WOULD NOT REASONABLY BE EXPECTED TO HAVE AN ADVERSE EFFECT UPON THE
PRIORITY, PREFERENCES, OR RIGHTS OF THE COLLATERAL OR THE LENDER'S RIGHTS AND
REMEDIES WITH RESPECT THERETO;
(F)
UNSECURED INDEBTEDNESS OF THE BORROWER AND THE SUBSIDIARIES IN AN
AGGREGATE AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED $500,000; AND
(G)
INDEBTEDNESS AS SET FORTH IN EXHIBIT G AND ANY EXTENSIONS, RENEWALS
AND REPLACEMENTS THEREOF THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT
THEREOF OR SHORTEN THE MATURITY OR WEIGHTED AVERAGE LIFE THEREOF;
6.2
MORTGAGES, LIENS, ETC.
NEITHER BORROWER NOR THE BANK SHALL CREATE,
ASSUME OR SUFFER TO EXIST ANY MORTGAGE, PLEDGE, LIEN, CHARGE OR OTHER
ENCUMBRANCE OF ANY NATURE WHATSOEVER ON ANY OF ITS ASSETS, NOW OR HEREAFTER
OWNED, EXCEPT FOR:
(A)
LIENS IN FAVOR OF LENDER SECURING PAYMENT OF THE LOANS; AND
(B)
PERMITTED ENCUMBRANCES.
6.3
GUARANTIES.
GUARANTEE OR OTHERWISE IN ANY WAY BECOME OR BE
RESPONSIBLE FOR THE INDEBTEDNESS OR OBLIGATIONS OF ANY OTHER PERSON (OTHER THAN
THE BORROWER, THE BANK OR ANY SUBSIDIARY WITH RESPECT TO INDEBTEDNESS OTHERWISE
PERMITTED BY THIS AGREEMENT), BY ANY MEANS WHATSOEVER, WHETHER BY AGREEMENT TO
PURCHASE THE INDEBTEDNESS OF ANY OTHER PERSON OR AGREEMENT FOR THE FURNISHING OF
FUNDS TO ANY OTHER PERSON THROUGH THE PURCHASE OF GOODS, SUPPLIES OR SERVICES
(OR BY WAY OF STOCK PURCHASE, CAPITAL CONTRIBUTION, ADVANCE OR LOAN) FOR THE
PURPOSE OF PAYING OR DISCHARGING THE INDEBTEDNESS OF ANY OTHER PERSON, OR
OTHERWISE, EXCEPT FOR THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS BY THE BORROWER
OR BANK IN THE ORDINARY COURSE OF BUSINESS FOR COLLECTION.
6.4
MERGER, DISSOLUTION, ACQUISITION OF ASSETS.
BORROWER SHALL NOT ENTER
INTO, OR PERMIT THE BANK OR ANY OTHER SUBSIDIARY TO ENTER INTO, ANY TRANSACTION
OF MERGER OR CONSOLIDATION, OR ANY REORGANIZATION, RECLASSIFICATION OF STOCK,
READJUSTMENT OR CHANGE IN CAPITAL STRUCTURE; OR ACQUIRE, OR PERMIT ANY
SUBSIDIARY TO ACQUIRE, ALL OF THE STOCK, OR OTHER OWNERSHIP INTEREST, PROPERTY
OR ASSETS OF ANY OTHER PERSON, CORPORATION, PARTNERSHIP OR OTHER ENTITY (OTHER
THAN THE ACQUISITION AND ANY RELATED MERGER OF THE TARGET INTO THE BORROWER
WHERE THE BORROWER IS THE SURVIVING ENTITY, AND ANY SUBSEQUENT MERGER OF THE
TARGET BANK INTO THE BANK WHERE THE BANK IS THE SURVIVING ENTITY, EACH OF WHICH
IS PERMITTED HEREBY); PROVIDED THAT, IF AT THE TIME THEREOF AND IMMEDIATELY
AFTER GIVING EFFECT THERETO ON A PRO FORMA BASIS, NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND SUBJECT TO THE RESTRICTIONS ON ADDITIONAL
INDEBTEDNESS AND LIENS SET FORTH IN SECTIONS 6.1 AND 6.2 HEREOF, (A) ANY
SUBSIDIARY (OTHER THAN THE BANK) MAY MERGE INTO OR TRANSFER ITS PROPERTY OR
ASSETS TO ANOTHER SUBSIDIARY AND (B) ANY SUBSIDIARY MAY ACQUIRE ALL OF THE STOCK
OR OTHER OWNERSHIP INTERESTS, PROPERTY OR