Common use of Derivative Instruments and Transactions Clause in Contracts

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United, (i) all Derivative Transactions whether entered into for the account of H▇▇▇▇▇ United or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United or one of its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ United, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United or its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ United, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ United’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b) of the H▇▇▇▇▇ United Disclosure Schedule, as of May 31, 2005, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ UnitedTD Banknorth, (i) all Derivative Transactions whether entered into for the account of H▇▇▇▇▇ United TD Banknorth or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United TD Banknorth or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United TD Banknorth or one of its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedTD Banknorth, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United TD Banknorth or its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedTD Banknorth, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ UnitedTD Banknorth’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b5.18(b) of the H▇▇▇▇▇ United TD Banknorth Disclosure Schedule, as of May 31, 2005, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United TD Banknorth or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United TD Banknorth and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United TD Banknorth and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would GETCO and its Subsidiaries have not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United, (i) all entered into any Derivative Transactions whether for their own account. All Derivative Transactions, entered into for the account of H▇▇▇▇▇ United or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United or any of its Subsidiaries, customer: (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and time; (ii) are legal, valid and binding obligations of H▇▇▇▇▇ United GETCO or one of its Subsidiaries Subsidiaries, as applicable, and, to the Knowledge of H▇▇▇▇▇ UnitedGETCO’s knowledge, each of the counterparties thereto, ; and (iii) are in full force and effect and enforceable in accordance with their terms, terms (except as may be limited by the Bankruptcy and are in full force Equity Exception). GETCO and effect, (ii) H▇▇▇▇▇ United or its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedGETCO’s knowledge, the counterparties thereto, to all such Derivative Transactions have duly performed performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ United. To GETCO’s Knowledgeknowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b) of the H▇▇▇▇▇ United Disclosure Schedule, as of May 31, 2005, no pursuant to any such Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar importTransactions. The financial position of H▇▇▇▇▇ United GETCO and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the books and records of H▇▇▇▇▇ United and such Subsidiaries in accordance with U.S. GAAP consistently applied. For purposes of this Agreement, “Derivative Transactions” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ UnitedBanknorth, (i) all Derivative Transactions (as defined below) whether entered into for the account of H▇▇▇▇▇ United Banknorth or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United Banknorth or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United Banknorth or one of its Subsidiaries and, to the Knowledge knowledge of H▇▇▇▇▇ UnitedBanknorth, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United Banknorth or its Subsidiaries and, to the Knowledge knowledge of H▇▇▇▇▇ UnitedBanknorth, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ UnitedBanknorth’s Knowledgeknowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b3.24(b) of the H▇▇▇▇▇ United Banknorth Disclosure Schedule, as of May July 31, 20052004, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United Banknorth or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United Banknorth and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United Banknorth and such Subsidiaries in accordance with U.S. GAAP consistently applied. (c) For purposes of this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. (a) Except as would not reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United, the Company: (ia) all All Derivative Transactions (as defined below) whether entered into for the account of H▇▇▇▇▇ United the Company or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United the Company or any of its Subsidiaries, (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and time, (ii) are legal, valid and binding obligations of H▇▇▇▇▇ United the Company or one of its Subsidiaries and, to the Knowledge knowledge of H▇▇▇▇▇ Unitedthe Company, each of the counterparties thereto, thereto and (iii) are in full force and effect and enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United . The Company or its Subsidiaries and, to the Knowledge knowledge of H▇▇▇▇▇ Unitedthe Company, the counterparties theretoto all such Derivative Transactions, have duly performed performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ United’s Knowledge. To the knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderpursuant to any such Derivative Transactions. (b) Except as set forth in Section 4.23(b) As of the H▇▇▇▇▇ United Disclosure Schedule, as of May August 31, 20052007, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United the Company or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Impaired” or words of similar import. The financial position . (c) For purposes of H▇▇▇▇▇ United and its Subsidiaries on a consolidated basis under this Agreement, the term “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to each any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such Derivative Transaction has been reflected in the books types of transactions, and records of H▇▇▇▇▇ United and any related credit support, collateral or other similar arrangements related to such Subsidiaries in accordance with U.S. GAAP consistently appliedtransactions.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ UnitedInterchange, (i) all Derivative Transactions whether entered into for the account of H▇▇▇▇▇ United Interchange or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United Interchange or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United Interchange or one of its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedInterchange, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United Interchange or its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedInterchange, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ UnitedInterchange’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b) As of the H▇▇▇▇▇ United Disclosure Schedule, as of May March 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United Interchange or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United Interchange and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United Interchange and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ UnitedSNBV, (i) all Derivative Transactions whether entered into for the account of H▇▇▇▇▇ United Sonabank or any of its SNBV’s Subsidiaries or for the account of a customer of H▇▇▇▇▇ United Sonabank or any of its SNBV’s Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United Sonabank or one of its SNBV’s Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedSNBV, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United Sonabank or its SNBV’s Subsidiaries and, to the Knowledge of H▇▇▇▇▇ UnitedSNBV, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ UnitedSNBV’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b) of the H▇▇▇▇▇ United Disclosure Schedule, as of At May 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United Sonabank or any of its SNBV’s Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United Sonabank and its SNBV’s Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United SNBV and such Subsidiaries in accordance with U.S. GAAP consistently applied.

Derivative Instruments and Transactions. (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United1st Service, (i) all Derivative Transactions whether entered into for the account of H▇▇▇▇▇ United 1st Service or any of its Subsidiaries or for the account of a customer of H▇▇▇▇▇ United 1st Service or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of H▇▇▇▇▇ United 1st Service or one of its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ United1st Service, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) H▇▇▇▇▇ United 1st Service or its Subsidiaries and, to the Knowledge of H▇▇▇▇▇ United1st Service, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to H▇▇▇▇▇ United1st Service’s Knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Section 4.23(b) of the H▇▇▇▇▇ United Disclosure Schedule, as of At May 31, 20052006, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by H▇▇▇▇▇ United 1st Service or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of H▇▇▇▇▇ United 1st Service and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of H▇▇▇▇▇ United 1st Service and such Subsidiaries in accordance with U.S. GAAP consistently applied.