LETTER OF
CREDIT WHICH SUPPORTS AN OBLIGATION OF ANOTHER, OR SUBORDINATE ANY CLAIM OR
DEMAND IT MAY HAVE TO THE CLAIM OR DEMAND OF ANY OTHER PERSON (CUMULATIVELY, ALL
OF THE FOREGOING, BEING "INVESTMENTS"), OR PERMIT ANY SUBSIDIARY TO DO ANY OF
THE FOREGOING; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISIONS SHALL NOT APPLY
TO NOR OPERATE TO PREVENT (EACH OF THE FOLLOWING, A "PERMITTED INVESTMENT"):
(I)
INVESTMENTS IN THE ORDINARY COURSE OF ITS BUSINESS BY THE
BORROWER AND ANY SUBSIDIARY, INCLUDING IN DEPOSITS, LOANS, INVESTMENT
SECURITIES, NON-SPECULATIVE HEDGING INVESTMENTS ENTERED INTO FOR THE PURPOSES OF
RISK MANAGEMENT, IN THE FEDERAL HOME LOAN BANK, (EXCEPT THAT INVESTMENTS IN
HEDGING INSTRUMENTS SHALL BE FOR THE PURPOSES OF RISK MANAGEMENT AND NOT FOR
SPECULATIVE PURPOSES), IN DIRECT OBLIGATIONS OF THE UNITED STATES OF AMERICA OR
OF ANY AGENCY OR INSTRUMENTALITY THEREOF WHOSE OBLIGATIONS CONSTITUTE FULL FAITH
AND CREDIT OBLIGATIONS OF THE UNITED STATES OF AMERICA, IN COMMERCIAL PAPER
MATURING
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WITHIN ONE YEAR OF ITS DATE OF ISSUANCE, IN CERTIFICATES OF DEPOSIT MATURING
WITHIN ONE YEAR FROM THE DATE OF ISSUANCE THEREOF OR IN ENDORSED BANKER'S
ACCEPTANCES MATURING WITHIN SIX MONTHS OF THE DATE OF ACCEPTANCE, IN SHORT TERM
REPURCHASE OBLIGATIONS AND REVERSE REPURCHASE OBLIGATIONS, IN MONEY MARKET
FUNDS;
(II)
INVESTMENTS IN LOANS AND ADVANCES TO EMPLOYEES IN THE ORDINARY
COURSE OF BUSINESS OF THE BORROWER AND THE SUBSIDIARIES CONSISTENT WITH THEIR
RESPECTIVE PRACTICES PRIOR TO THE DATE HEREOF (PROVIDED THAT SUCH LOANS AND
ADVANCES SHALL NOT, IN AGGREGATE, BE OUTSTANDING AT ANY TIME IN ANY AMOUNT
GREATER THAN $50,000,000);
(III)
INVESTMENTS IN ACQUISITIONS OF ALL OR ANY SUBSTANTIAL PART OF THE
ASSETS OR BUSINESS OF ANY OTHER PERSON OR DIVISION THEREOF ENGAGED IN A LINE OF
BUSINESS PERMITTED TO BE ENGAGED IN BY ANY BANK HOLDING COMPANY, FINANCIAL
HOLDING COMPANY, OR SAVINGS AND LOAN HOLDING COMPANY, OR OF A MAJORITY OF THE
VOTING STOCK OF SUCH A PERSON, PROVIDED NO DEFAULT OR EVENT OF DEFAULT EXISTS OR
WOULD EXIST AFTER GIVING EFFECT TO SUCH ACQUISITION; AND PROVIDED, FURTHER, THAT
THE BORROWER HAS PROVIDED NOT LESS THAN FIVE (5) BUSINESS DAYS' PRIOR WRITTEN
NOTICE, THE RECEIPT OF WHICH THE LENDER SHALL HAVE ACKNOWLEDGED IN WRITING, OF
ANY INVESTMENT OR ACQUISITION, THE VALUE OF WHICH EXCEEDS 5% OF THE TOTAL ASSETS
OF THE BORROWER;
(IV)
INTER-COMPANY INVESTMENTS IN SUBSIDIARIES;
(V)
INVESTMENTS REQUIRED IN CONNECTION WITH ANY TRANSACTION PERMITTED
UNDER SECTION 7.02(A) AND SECTION 7.02(D)(IV) HEREOF; AND
(VI)
INVESTMENTS CONSISTING OF THE ASSUMPTION OR PURCHASE OF DEPOSIT
LIABILITIES OR OTHER LIABILITIES NOT OTHERWISE IN VIOLATION OF SECTION 7.02.
(VII)
INVESTMENTS OUTSTANDING ON DECEMBER 31, 2004 AND SHOWN ON THE
CONSOLIDATED FINANCIAL STATEMENTS OF BORROWER, PROVIDED SUCH INVESTMENTS WILL
NOT BE INCREASED.
(E)
DIVIDENDS AND PURCHASE OF STOCK AND OTHER RESTRICTED PAYMENTS.
DECLARE ANY DIVIDENDS (OTHER THAN DIVIDENDS PAYABLE IN CAPITAL STOCK OF THE
BORROWER) ON ANY SHARES OF ANY CLASS OF ITS CAPITAL STOCK, OR APPLY ANY OF ITS
PROPERTY OR ASSETS TO THE PURCHASE, REDEMPTION OR OTHER RETIREMENT OF, OR SET
APART ANY