UPON ANY OF THE RESPECTIVE PROPERTIES OR ASSETS OF CMTY OR COMMUNITY
BANKS UNDER, ANY OF THE TERMS OR CONDITIONS OF ANY NOTE, BOND, MORTGAGE,
INDENTURE, LICENSE, LEASE, AGREEMENT, COMMITMENT OR OTHER INSTRUMENT OR
OBLIGATION TO WHICH CMTY OR COMMUNITY BANKS IS A PARTY, OR BY WHICH THEY OR ANY
OF THEIR RESPECTIVE PROPERTIES OR ASSETS MAY BE BOUND OR AFFECTED; EXCLUDING
FROM CLAUSES (II) AND (III) ANY SUCH ITEMS WHICH, IN THE AGGREGATE, WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
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4.20 INFORMATION TO BE SUPPLIED.
(A)
THE INFORMATION SUPPLIED BY CMTY FOR INCLUSION IN THE REGISTRATION
STATEMENT (INCLUDING THE JOINT PROSPECTUS/PROXY STATEMENT) WILL NOT, AT THE TIME
THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE PURSUANT TO THE SECURITIES ACT,
AND AS OF THE DATE THE JOINT PROSPECTUS/PROXY STATEMENT IS MAILED TO
SHAREHOLDERS OF CMTY AND PRFS, AND UP TO AND INCLUDING THE DATE OF THE PRFS
SHAREHOLDERS MEETING, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
(B)
THE INFORMATION SUPPLIED BY CMTY FOR INCLUSION IN THE APPLICATIONS WILL, AT
THE TIME EACH SUCH DOCUMENT IS FILED WITH ANY REGULATORY AUTHORITY AND UP TO AND
INCLUDING THE DATES OF ANY REQUIRED REGULATORY APPROVALS OR CONSENTS, AS SUCH
APPLICATIONS MAY BE AMENDED BY SUBSEQUENT FILINGS, BE ACCURATE IN ALL MATERIAL
RESPECTS.
4.21 RELATED PARTY TRANSACTIONS.
(A)
EXCEPT AS SET FORTH ON CMTY DISCLOSURE SCHEDULE 4.21, OR AS IS DISCLOSED IN
THE FOOTNOTES TO THE CMTY FINANCIALS, AS OF THE DATE HEREOF, NEITHER CMTY NOR
ANY CMTY SUBSIDIARY IS A PARTY TO ANY TRANSACTION (INCLUDING ANY LOAN OR OTHER
CREDIT ACCOMMODATION BUT EXCLUDING DEPOSITS IN THE ORDINARY COURSE OF BUSINESS)
WITH ANY AFFILIATE OF CMTY OR ANY CMTY SUBSIDIARY, AND ALL SUCH TRANSACTIONS
WERE MADE ON SUBSTANTIALLY THE SAME TERMS, INCLUDING INTEREST RATES AND
COLLATERAL, AS THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS WITH
OTHER "PERSONS" (AS DEFINED IN SECTION 13(D) OF THE EXCHANGE ACT AND THE RULES
AND REGULATIONS THEREUNDER), EXCEPT WITH RESPECT TO VARIATIONS IN SUCH TERMS AS
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(B)
EXCEPT AS SET FORTH IN CMTY DISCLOSURE SCHEDULE 4.21, AS OF THE DATE
HEREOF, NO LOAN OR CREDIT ACCOMMODATION TO ANY AFFILIATE OF CMTY OR ANY CMTY
SUBSIDIARY IS PRESENTLY IN DEFAULT OR, DURING THE THREE-YEAR PERIOD PRIOR TO THE
DATE OF THIS AGREEMENT, HAS BEEN IN MATERIAL DEFAULT OR HAS BEEN RESTRUCTURED,
MODIFIED OR EXTENDED IN ANY MANNER WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF CMTY, AS OF THE DATE HEREOF, PRINCIPAL
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and interest with respect to any such loan or other credit accommodation will be
paid when due and the loan grade classification accorded such loan or credit
accommodation is appropriate.
4.22 LOANS.
TO THE KNOWLEDGE OF CMTY, ALL LOANS REFLECTED AS ASSETS IN THE CMTY
FINANCIALS ARE EVIDENCED BY