Common use of Representations and Warranties of the Trust and the Company Clause in Contracts

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each of the Trust and the Company jointly and severally represents and warrants to, and agrees with, the Investors that as of the date hereof and as of Closing: (a) The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Business Trust Act of the State of Delaware with the power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. (b) Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, "Subsidiaries" shall mean the controlled subsidiaries of the Company, excluding the Trust.

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each of the The Trust and the Company Company, jointly and severally represents severally, hereby represent and warrants warrant to, and agrees agree with, the Investors that each Underwriter as of the date hereof and as of Closingfollows: (a) The Trust has been duly created On the Effective Date, the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or amendment to the Prospectus is validly existing as a statutory business trust filed with the Commission and on each Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in good standing under all material respects, with the Business Trust applicable provisions of the Securities Act and the Rules and the Securities Exchange Act of 1934, as amended (the State "Exchange Act"), and the rules and regulations of Delaware the Commission thereunder. The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the power Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Rules) and authority when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus as amended or supplemented complied in all material respects with the applicable provisions of the Securities Act and the Rules and did not contain any untrue statement of a material fact or omit to own property and conduct its business as described state any material fact required to be stated therein or necessary in order to make the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than statements therein not misleading. Notwithstanding the transactions contemplated by the Original Preferred Securities Purchase Agreementforegoing, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (make no representation or warranty as to the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust paragraph with respect to stabilization and the several purchasers named therein (statements contained in the 8 "Registration Rights Agreement")third paragraph, the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; second sentence in the Trust is not a party to or bound by any agreement or instrument other than eighth paragraph under the Original Preferred Securities Purchase Agreement, caption "Underwriting" in the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; Prospectus. The Company and the Trust is not a party acknowledge that the statements referred to in the previous sentence constitute the only information furnished in writing by the Representatives on behalf of the several Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus or subject to any action, suit or proceeding of any naturethe Prospectus. (b) Each The documents incorporated by reference in the Registration Statement and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (c) The consolidated financial statements of the Company and its Subsidiaries subsidiary, Hami▇▇▇▇ ▇▇▇k, N.A., a national banking association (as hereinafter definedthe "Bank") (iincluding all notes and schedules thereto) incorporated by reference in the Registration Statement and Prospectus present fairly the financial condition, the results of operations and cash flows and stockholders' equity and the other information purported to be shown therein of the Company and the Bank at the respective dates and for the respective periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved, except as otherwise disclosed therein and all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for such periods have been made. (d) Deloitte & Touche LLP, whose reports are filed with the Commission as a part of the Registration Statement, are and, during the periods covered by their reports, were independent public accountants as required by the Securities Act and the Rules. (e) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state State of Florida, and the Bank has been duly organized and is validly existing as a national banking association under the laws of the United States. The Bank is the only subsidiary, direct or indirect, of the Company. The Company does not control, directly or indirectly, any corporation (other than the Bank), partnership, joint venture, association or other business organization. The Company and the Bank are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of its incorporation; (ii) has property or the conduct of their respective businesses requires such qualification, except where the failure to so qualify will not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole, and have all corporate power necessary to own or hold their respective properties, to operate their branches and authority to ownconduct the businesses in which they are engaged. The deposit accounts of the Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, lease and no proceedings for the termination of such insurance are pending or threatened. (f) Each of the Company and the Bank owns, possesses or has obtained all governmental licenses, permits, certificates, consents, orders, approvals and other authorizations (collectively, the "Authorizations") and has made all requisite declarations, registrations and filings (collectively, the "Filings") of, from and with all governmental or regulatory bodies and any other person or entity, required under the laws of the State of Florida, the United States and any other jurisdiction in which the Company or the Bank transact business in order to own or lease, as the case may be, and to operate its properties and to conduct its business as currently presently conducted and, with respect to and as described in the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessProspectus, except where the failure to own, possess, obtain or make such Authorization or Filing would not have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole; all of such Authorizations are in full force and effect, and neither the Company nor the Bank has received any notice of proceedings relating to any revocation or modification thereof. (g) Each of the Company and the Bank is in compliance in all material respects with all applicable laws administered by and regulations of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the FDIC and any state bank regulatory authority with jurisdiction over the Company or the Bank, as the case may be (each, a "Bank Regulatory Authority"), the failure to comply with which would have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. Neither the Company nor the Bank is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions. (h) Except as disclosed in the Registration Statement and Prospectus, the Company and the Bank each owns or possesses adequate and enforceable rights, either as owner or licensee, to use all trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, know-how and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of its business as described in the Registration Statement and the Prospectus. The Company has not received any notice of, or to its best knowledge is not aware of, any infringement of or conflict with asserted rights of others with respect to any Intangibles, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (i) The Company and the Bank each have good and marketable title in fee simple to all real property and good title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such or do not materially interfere with the use made of such property by the Company or the Bank; and all real property and buildings held under lease by the Company or the Bank are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made of such property and buildings by the Company or the Bank. (j) There is no action, suit, investigation or proceeding, governmental or otherwise, pending or, to the Company's best knowledge, threatened or contemplated (and the Company does not know of any basis therefor) to which the Company or the Bank is or may be a party or of which the business or property of the Company or the Bank is or may be subject in either case that is material to the Company and the Bank, taken as a whole, or which is required to be disclosed in the Prospectus and is not so qualify disclosed. (k) Except as disclosed in or contemplated by the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the assets or properties, business, management, results of operations, prospects or financial condition of the Company and the Bank whether or not arising from transactions in the ordinary course of business, and neither the Company nor the Bank has sustained any material loss or interference with its assets, businesses or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree. (l) Neither the Company nor the Bank is in violation of any term or provision of (i) its charter or by-laws or other governing documents or (ii) any franchise, license, permit, judgment, decree, order, statute, rule, regulation, directive, policy or guideline to which it or its property may be subject, except, in the case of clause (ii), for such violations which would not, singly individually or in the aggregate, have a material adverse effect on the financial conditionassets or properties, business or business, results of operations operations, prospects or financial condition of the Company and its Subsidiariesthe Bank, taken as a whole. For purposes . (m) No default exists, and no event has occurred which with notice or lapse of this Agreementtime or both would constitute a default, "Subsidiaries" shall mean in the controlled subsidiaries due performance and observance of any term, covenant or condition by the Company or the Bank of any agreement, indenture, mortgage, deed of trust, note or any other agreement or material instrument to which the Company or the Bank is a party or by which any of them or their respective properties or businesses may be bound, except for such defaults or events which would not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (n) Neither the execution, delivery and performance of the Operative Documents by the Company and the Trust nor the consummation of any of the transactions contemplated hereby or thereby will (i) conflict with or result in the breach or violation of any term or provision of, or give rise to a right to terminate or accelerate the due date of any payment due under, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the creation or imposition of any of any lien, charge, claim, encumbrance or security interest on any properties or assets of the Company or of the Bank pursuant to the terms of, any material agreement, indenture, mortgage or other material agreement or material instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject, nor (ii) violate the charter or by-laws or other governing document of the Company or the Bank or any applicable law, rule, regulation, decision, order or decree of any court or governmental agency or governmental authority having jurisdiction over the Company or the Bank or any of their properties, except, in the case of clause (i), for such violations which would not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (o) No consent, approval, authorization or order of, or filing, registration, or qualification with, any governmental agency or authority is required in connection with the execution, delivery and performance by the Company and the Trust of the Operative Documents or the consummation of the transactions contemplated hereby and taken thereby, except (A) as may be required under the Securities Act and the Rules, the Exchange Act, or the Blue Sky laws of the various states of the United States in connection with any sales of Capital Securities therein or (B) as have already been obtained or made. (p) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (q) The Company's capitalization is as set forth in the Prospectus; all of the issued shares of capital stock of the Bank have been duly and validly authorized and issued and are fully paid and non-assessable, and 99.8% of such shares are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities or claims of any third parties; and no holder of any security of the Company has the right to have any security owned by such holder included in the Registration Statement. (r) Since the date of the latest balance sheet incorporated by reference in the Registration Statement and the Prospectus, except as reflected therein, neither the Company nor the Bank has (i) issued or granted any securities (other than shares of the Company's common stock issued under the Company's Stock Option Plan, excluding pursuant to the Trust.exercise of outstanding stock options or to employees or directors under bonus or other compensation plans or arrangements) or incurred any material liability or obligation, whether fixed or contingent, except for liabilities or obligations incurred in the ordinary course of its banking business, (ii) entered into any transaction not in the ordinary course of its banking business, or (iii) declared or paid any dividend or made any distribution on any shares of its capital stock or redeemed, p

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each Each of the Trust and the Company jointly and severally represents and warrants to, and agrees with, the Investors that Underwriters that: a. The Trust and the Company have filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a registration statement on Form S-3 (Registration Nos. 333-76285, ▇▇▇-▇▇▇▇▇-▇▇ and 333-76285-02), including the related preliminary prospectus relating to the offering of the Preferred Securities, the Subordinated Debentures and the Guarantee, have filed such amendments thereto as may have been required as of the date hereof hereof, and will file such additional amendments as may hereafter be required. Copies of Closing: such registration statement and any amendments, including any post- effective amendments, and all forms of the related prospectuses contained therein and any supplements thereto, have been delivered to the Underwriters. Such registration statement, including the prospectus, prospectus supplement, Part II, all financial schedules and exhibits thereto, and all information deemed to be a part of such Registration Statement pursuant to Rule 430A under the Securities Act, at the time when it shall become effective, together with any registration statement filed by the Trust pursuant to Rule 462(b) of the Securities Act, is herein referred to as the "Registration Statement," and the prospectus and prospectus supplement included as part of the Registration Statement on file with the Commission that discloses all the information that was omitted from the prospectus on the effective date pursuant to Rule 430A of the Rules and Regulations (aas defined below) and in the form filed pursuant to Rule 424(b) under the Securities Act is herein referred to as the "Final Prospectus." The Trust has been duly created prospectus and prospectus supplement included as part of the Registration Statement on the date when the Registration Statement became effective is validly existing referred to herein as the "Effective Prospectus." Any prospectus and prospectus supplement included in the Registration Statement and in any amendment thereto prior to the effective date of the Registration Statement is referred to herein as a statutory business trust in good standing under the Business Trust Act of the State of Delaware with the power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any naturePreliminary Prospectus. (b) Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, "SubsidiariesRules and Regulations" shall mean the controlled subsidiaries rules and regulations promulgated by the Commission under either the Securities Act or the Securities Exchange Act of 1934, as amended (the Company"Exchange Act"), excluding the Trustas applicable.

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each Each of the Trust and the Company hereby, jointly and severally severally, represents and warrants to, and agrees with, the Investors that each Underwriter as of the date hereof and as of Closingfollows: (a) The Trust has been duly created On the Effective Date the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or amendment to the Prospectus is validly existing as a statutory business trust filed with the Commission and on each Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in good standing under all material respects, with the Business Trust applicable provisions of the Securities Act and the Rules and the Securities Exchange Act of 1934, as amended (the State "Exchange Act"), and the rules and regulations of Delaware the Commission thereunder. The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any related preliminary prospectus was first filed with the power Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Rules) and authority when any amendment thereof or supplement thereto was first filed with the Commission, such preliminary prospectus as amended or supplemented complied in all material respects with the applicable provisions of the Securities Act and the Rules and did not contain any untrue statement of a material fact or omit to own property and conduct its business as described state any material fact required to be stated therein or necessary in order to make the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than statements therein not misleading. Notwithstanding the transactions contemplated by the Original Preferred Securities Purchase Agreementforegoing, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (make no representation or warranty as to the "Debenture Purchase Agreement"), paragraph with respect to stabilization on the Registration Rights Agreement, dated June 12, 1997, among inside front cover page of the Company, the Trust Prospectus and the several purchasers named therein (statements contained under the 8 caption "Registration Rights Agreement"), Underwriting" in the Placement Agreement, dated June 12, 1997, among the Trust, the Prospectus. The Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party acknowledge that the statements referred to in the previous sentence constitute the only information furnished in writing by the Representatives on behalf of the several Underwriters specifically for inclusion in the Registration Statement, any preliminary prospectus or subject to any action, suit or proceeding of any naturethe Prospectus. (b) Each The documents incorporated by reference in the Registration Statement and the Prospectus, when they were wiled with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. 5 5 (c) All contracts and other documents required to be filed as exhibits to the Registration Statement have been filed with the Commission as exhibits to the Registration Statement. (d) The consolidated financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement and Prospectus present fairly the financial condition, the results of operations and cash flows and stockholders' equity and the other information purported to be shown therein of the Company and its Subsidiaries subsidiaries (as hereinafter defineddefined in Section 12) at the respective dates and for the respective periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved, and all adjustments (iconsisting only of normal recurring adjustments) has necessary for a fair presentation of the results for such periods have been made. (e) Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, whose reports are filed with the Commission as a part of the Registration Statement are and, during the periods covered by their reports, were independent public accountants as required by the Securities Act and the Rules. (f) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); the Company and each of United national Bank in Johnstown, Three Rivers Bank and Trust Company, Community Bancorp, Inc., Community Savings Bank and USBANCORP Trust Company (collectively, the "Subsidiaries") have been duly incorporated and is are validly existing as a corporation corporations in good standing under the laws of their respective jurisdictions of incorporation, are qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the state conduct of their respective businesses requires such qualification, and have all corporate power necessary to own or hold their respective properties, to operate their branches and to conduct the businesses in which they are engaged; and none of the subsidiaries of the Company (other than each of the Subsidiaries) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules. The deposit accounts of the Subsidiaries are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC") or the Savings Association Insurance Fund of the FDIC to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceedings for the termination of such insurance are pending or threatened. (g) The Company and each of the Subsidiaries owns, possesses or has obtained all governmental licenses, permits, certificates, consents, orders, approvals and other authorizations required under the laws of the Commonwealth of Pennsylvania, the United States and any other jurisdiction of its incorporation; (ii) has in which the corporate power Company or the Subsidiaries transact business in order to own or lease, as the case may be, and authority to own, lease and operate its properties and to conduct its business as currently presently conducted andand as described in the Prospectus; all of such licenses, permits, certificates, consents, orders, approvals and authorizations are in full force and effect and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to any revocation or modification thereof. 6 6 (h) The Company and the Subsidiaries each have good and marketable title in fee simple to all real property and good title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property or do not materially interfere with the use made of such property by the Company or such Subsidiary; and all real property and buildings held under lease by the Company or any of the Subsidiaries are held by them under valid, subsisting and enforceable leases, with respect such exceptions as are not material and do not interfere with the use made of such property and buildings by the Company or such Subsidiary. (i) There is no action, suit, investigation or proceeding, governmental or otherwise, pending or, to the Company's best knowledge, threatened or contemplated (and the Company does not know of any basis therefor) to enter into and perform which the Company or any of its obligations under this Agreement and each Subsidiaries is or may be a party or of which the business or property of the Company or any of its Subsidiaries is or may be subject in either case that is material to the Company and its Subsidiaries, taken as a whole, or which is required to be disclosed in the Prospectus. (j) Except as disclosed in or contemplated by the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the business, financial condition, management or results of operations of the Company and its Subsidiaries whether or not arising from transactions in the ordinary course of business, and neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its assets, businesses or properties from fire, explosion, earthquake, flood or other Transaction Documents calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree. (k) Except as may be disclosed in the term "Transaction Documents" shall mean this AgreementProspectus, the Amendmentsbusiness of the Company and the Subsidiaries has been conducted in all material respects in compliance with all applicable laws, rules and regulations of the Commonwealth of Pennsylvania, the Amended Loan Agreement, the Share Purchase Agreement United States and any other agreement, document, certificate jurisdiction in which the Company or filing delivered or executed in connection with any of the aforementioned agreements Subsidiaries transact business, and of any regulatory agency or authority therein, which laws are material to the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and operations of the Company. Neither the Company nor any of the Subsidiaries is in good standing violation in each jurisdiction in any material respect of any term or provision of its charter or by-laws or other governing documents or of any franchise, license, permit, judgment, decree, order, statute, rule, regulation, directive, policy or guideline to which such qualification is required, whether by reason of the ownership it or leasing of its property or the conduct of businessmay be subject, except where the failure to so qualify would for such violations which could not, singly individually or in the aggregate, have a material adverse effect on the Company. (m) Neither the execution, delivery and performance of this Agreement by the Company and the Trust nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance by the Company of the Guarantee and the Debentures and the issue by the Trust of the Capital Securities) will conflict with or result in the breach or violation of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the creation or imposition of any lien, charge, claim, encumbrance or security interest on any properties or assets of the Company or any of the Subsidiaries pursuant to the terms of, any material agreement, indenture, mortgage or other material agreement or material instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such actions violate the charter or by-laws or other governing document of the Company or any of its Subsidiaries or any applicable law, rule, regulation, decision, order or decree of any court or governmental agency or governmental authority having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except for such violations which will not have a material effect on the Company. (n) No consent, approval, authorization or order of, or filing, registration, or qualification with, any governmental agency or authority is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby (including without limitation the issuance by the Company of the Guarantee and the debentures and the issue by the Trust of the Capital Securities), except (A) as may be required under the Securities Act and the Rules, the Exchange Act, or the Blue Sky laws of the various states of the United States in connection with any sales of Capital Securities therein or (B) as have already been obtained or made. (o) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (p) The Company's capitalization is as set forth in the Prospectus; all of the issued shares of capital stock of each of the Subsidiaries of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities or claims of any third parties; and no holder of any security of the Company has the right to have any security owned by such holder included in the Registration Statement or to require the Company to register any security owned by such holder. (q) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, except as described therein, (i) there has not been any material adverse change in the assets or properties, business, results of operations, prospects or condition (financial or otherwise), of the Company or any of its Significant Subsidiaries, whether or not arising from transactions in the ordinary course of business; (ii) neither the Company nor any of its Significant Subsidiaries has 8 8 sustained any material loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree; and (iii) and since the date of the latest balance sheet included in the Registration Statement and the Prospectus, except as reflected therein, neither the Company nor any of its Significant Subsidiaries has (x) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (y) entered into any transaction not in the ordinary course of business, or (z) declared or paid any dividend or made any distribution on any shares of its respective stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its respective stock. (r) There is no document or contract of a character required to be described in the Registration Statement or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required. Each agreement listed in the Exhibits to the Registration Statement is in full force and effect and is valid and enforceable by and against the Company or the Trust, as the case may be, in accordance with its terms, assuming the due authorization, execution and delivery thereof by each of the other parties thereto. Neither the Trust, the Company, nor to the best of the Company's knowledge, any other party, is in default in the observance or performance of any term or obligation to be performed by it under any such agreement, and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event would have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company. No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the Trust or the Company, as the case may be, of any other agreement or instrument to which the Trust or the Company, as the case may be, is a party or by which it or its properties or business may be bound or affected which default or event would have a material adverse effect on the assets or properties, business, results of operations operations, prospects or condition (financial or otherwise) of the Company. (s) The Company is not in violation of any term or provision of its charter or by-laws; the Trust is not in violation of its certificate of Trust or Declaration; and neither the Trust, the Company nor any of the Company's subsidiaries is in violation of any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation would have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company and its Subsidiariessubsidiaries, taken as a whole. For purposes of this Agreement. (t) Neither the execution, "Subsidiaries" shall mean the controlled subsidiaries of the Company, excluding the Trust.delivery and performanc

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each Each of the Trust and the Company jointly and severally represents and warrants to, and agrees withwith the Underwriter that: a. The Trust has filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a registration statement on Form S-3 (Registration No. 333-______), including the related preliminary prospectus relating to the offering of the Preferred Securities, the Investors that Subordinated Debentures and the Guarantee, has filed such amendments thereto as may have been required as of the date hereof hereof, and will file such additional amendments as may hereafter be required. Copies of Closing:such registration statement and any amendments, including any post-effective amendments, and all forms of the related prospectuses contained therein and any supplements thereto, have been delivered to the Underwriter. Such registration statement, including the prospectus, prospectus supplement, Part II, all financial schedules and exhibits thereto, and all information deemed to be a part of such Registration Statement pursuant to Rule 430A under the Securities Act, at the time when it shall become effective, together with any registration statement filed by the Trust pursuant to Rule 462(b) of the Securities Act, is herein referred to as the "Registration Statement," and the prospectus and prospectus supplement included as part of the Registration Statement on file with the Commission that discloses all the information that was omitted from the prospectus on the effective date pursuant to Rule 430A of the Rules and Regulations (as defined below) and in the form filed pursuant to Rule 424(b) under the Securities Act is herein referred to as the "Final Prospectus." The prospectus and a prospectus supplement included as part of the Registration Statement on the date when the Registration Statement became effective is referred to herein as the "Effective (a) The Trust has been duly created Prospectus. Any prospectus and prospectus supplement included in the Registration Statement and in any amendment thereto prior to the effective date of the Registration Statement is validly existing referred to herein as a statutory business trust in good standing under the Business Trust Act of the State of Delaware with the power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any naturePreliminary Prospectus. (b) Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, "SubsidiariesRules and Regulations" shall mean the controlled subsidiaries rules and regulations promulgated by the Commission under either the Securities Act or the Securities Exchange Act of 1934, as amended (the Company"Exchange Act"), excluding the Trustas applicable.

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each Each of the Trust and the Company jointly and severally represents and warrants to, and agrees withwith the Underwriters that: a. The Trust and the Company have filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a registration statement on Form S-3 (Registration No.'s 333-76285, 333-▇▇▇▇▇-▇▇ and 333-76285-02), including the related preliminary prospectus relating to the offering of the Preferred Securities, the Investors that Subordinated Debentures and the Guarantee, have filed such amendments thereto as may have been required as of the date hereof hereof, and will file such additional amendments as may hereafter be required. Copies of Closing:such registration statement and any amendments, including any post-effective amendments, and all forms of the related prospectuses contained therein and any supplements thereto, have been delivered to the Underwriters. Such registration statement, including the prospectus, prospectus supplement, Part II, all financial schedules and exhibits thereto, and all information deemed to be a part of such Registration Statement pursuant to Rule 430A under the Securities Act, at the time when it shall become effective, together with any registration statement filed by the Trust pursuant to Rule 462(b) of the Securities Act, is herein referred to as the "Registration Statement," and the prospectus and prospectus supplement included as part of the Registration Statement on file with the Commission that discloses all the information that was omitted from the prospectus on the effective date pursuant to Rule 430A of the Rules and Regulations (as defined below) and in the form filed pursuant to Rule 424(b) under the Securities Act is herein referred to as the "Final Prospectus." The prospectus and prospectus supplement included as part of the Registration Statement on the date when the Registration Statement became effective is referred to herein as the "Effective (a) The Trust has been duly created Prospectus. Any prospectus and prospectus supplement included in the Registration Statement and in any amendment thereto prior to the effective date of the Registration Statement is validly existing referred to herein as a statutory business trust in good standing under the Business Trust Act of the State of Delaware with the power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any naturePreliminary Prospectus. (b) Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, "SubsidiariesRules and Regulations" shall mean the controlled subsidiaries rules and regulations promulgated by the Commission under either the Securities Act or the Securities Exchange Act of 1934, as amended (the Company"Exchange Act"), excluding the Trustas applicable.

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each of the The Trust and the Company Company, jointly and severally represents severally, hereby represent and warrants warrant to, and agrees agree with, the Investors that each Underwriter as of the date hereof and as of Closingfollows: (a) The Trust has been duly created On the Effective Date, the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or amendment to the Prospectus is validly existing as a statutory business trust filed with the Commission and on each Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in good standing under all material respects, with the Business Trust applicable provisions of the Securities Act and the Rules and the Securities Exchange Act of 1934, as amended (the State "Exchange Act"), and the rules and regulations of Delaware the Commission thereunder. The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the power Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Rules) and authority when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus as amended or supplemented complied in all material respects with the applicable provisions of the Securities Act and the Rules and did not contain any untrue statement of a material fact or omit to own property and conduct its business as described state any material fact required to be stated therein or necessary in order to make the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than statements therein not misleading. Notwithstanding the transactions contemplated by the Original Preferred Securities Purchase Agreementforegoing, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (make no representation or warranty as to the "Debenture Purchase Agreement"), paragraph with respect to stabilization on the Registration Rights Agreement, dated June 12, 1997, among inside front cover page of the Company, the Trust Prospectus and the several purchasers named therein (statements contained under the 8 caption "Registration Rights Agreement"), Underwriting" in the Placement Agreement, dated June 12, 1997, among the Trust, the Prospectus. The Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party acknowledge that the statements referred to in the previous sentence constitute the only information furnished in writing by the Representatives on behalf of the several Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus or subject to any action, suit or proceeding of any naturethe Prospectus. (b) Each The documents incorporated by reference in the Registration Statement and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (c) The consolidated financial statements of the Company and its Subsidiaries subsidiary, Hami▇▇▇▇ ▇▇▇k, N.A., a national banking association (as hereinafter definedthe "Bank") (iincluding all notes and schedules thereto) included in the Registration Statement and Prospectus present fairly the financial condition, the results of operations and cash flows and stockholders' equity and the other information purported to be shown therein of the Company and the Bank at the respective dates and for the respective periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved, except as otherwise disclosed therein and all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for such periods have been made. (d) Deloitte & Touche LLP, whose reports are filed with the Commission as a part of the Registration Statement, are and, during the periods covered by their reports, were independent public accountants as required by the Securities Act and the Rules. (e) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state State of Florida, and the Bank has been duly organized and is validly existing as a national banking association under the laws of the United States. The Bank is the only subsidiary, direct or indirect, of the Company. The Company does not control, directly or indirectly, any corporation (other than the Bank), partnership, joint venture, association or other business organization. The Company and the Bank are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of its incorporation; (ii) has property or the conduct of their respective businesses requires such qualification, except where the failure to so qualify will not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole, and have all corporate power necessary to own or hold their respective properties, to operate their branches and authority to ownconduct the businesses in which they are engaged. The deposit accounts of the Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, lease and no proceedings for the termination of such insurance are pending or threatened. (f) Each of the Company and the Bank owns, possesses or has obtained all governmental licenses, permits, certificates, consents, orders, approvals and other authorizations (collectively, the "Authorizations") and has made all requisite declarations, registrations and filings (collectively, the "Filings") of, from and with all governmental or regulatory bodies and any other person or entity, required under the laws of the State of Florida, the United States and any other jurisdiction in which the Company or the Bank transact business in order to own or lease, as the case may be, and to operate its properties and to conduct its business as currently presently conducted andand as described in the Prospectus; all of such licenses, with respect permits, certificates, consents, orders, approvals and authorizations, are in full force and effect and neither the Company nor the Bank has received any notice of proceedings relating to the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents (the term "Transaction Documents" shall mean this Agreement, the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate revocation or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessmodification thereof, except where for such Authorizations and Filings, the failure to so qualify obtain or make would not have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (g) Each of the Company and the Bank is in compliance in all material respects with all applicable laws administered by and regulations of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the FDIC and any state bank regulatory authority with jurisdiction over the Company or the Bank, as the case may be (each, a "Bank Regulatory Authority"), the failure to comply with which would have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. Neither the Company nor the Bank is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions. (h) Except as disclosed in the Registration Statement and Prospectus, the Company and the Bank each owns or possesses adequate and enforceable rights, either as owner or licensee, to use all trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, know-how and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of its business as described in the Registration Statement and the Prospectus. The Company has not received any notice of, or to its best knowledge is not aware of, any infringement of or conflict with asserted rights of others with respect to any Intangibles, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect upon the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (i) The Company and the Bank each have good and marketable title in fee simple to all real property and good title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such or do not materially interfere with the use made of such property by the Company or the Bank; and all real property and buildings held under lease by the Company or the Bank are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made of such property and buildings by the Company or the Bank. (j) There is no action, suit, investigation or proceeding, governmental or otherwise, pending or, to the Company's best knowledge, threatened or contemplated (and the Company does not know of any basis therefor) to which the Company or the Bank is or may be a party or of which the business or property of the Company or the Bank is or may be subject in either case that is material to the Company and the Bank, taken as a whole, or which is required to be disclosed in the Prospectus and is not so disclosed. (k) Except as disclosed in or contemplated by the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the assets or properties, business, management, results of operations, prospects or financial condition of the Company and the Bank whether or not arising from transactions in the ordinary course of business, and neither the Company nor the Bank has sustained any material loss or interference with its assets, businesses or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree. (l) Neither the Company nor the Bank is in violation of any term or provision of (i) its charter or by-laws or other governing documents or (ii) any franchise, license, permit, judgment, decree, order, statute, rule, regulation, directive, policy or guideline to which it or its property may be subject, except, in the case of clause (ii), for such violations which would not, singly individually or in the aggregate, have a material adverse effect on the financial conditionassets or properties, business or business, results of operations operations, prospects or financial condition of the Company and its Subsidiariesthe Bank, taken as a whole. For purposes . (m) No default exists, and no event has occurred which with notice or lapse of this Agreementtime or both would constitute a default, "Subsidiaries" shall mean in the controlled subsidiaries due performance and observance of any term, covenant or condition by the Company or the Bank of any agreement, indenture, mortgage, deed of trust, note or any other agreement or material instrument to which the Company or the Bank is a party or by which any of them or their respective properties or businesses may be bound, except for such defaults or events which would not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (n) Neither the execution, delivery and performance of the Operative Documents by the Company and the Trust nor the consummation of any of the transactions contemplated hereby or thereby will (i) conflict with or result in the breach or violation of any term or provision of, or give rise to a right to terminate or accelerate the due date of any payment due under, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the creation or imposition of any of any lien, charge, claim, encumbrance or security interest on any properties or assets of the Company or of the Bank pursuant to the terms of, any material agreement, indenture, mortgage or other material agreement or material instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject, nor (ii) violate the charter or by-laws or other governing document of the Company or the Bank or any applicable law, rule, regulation, decision, order or decree of any court or governmental agency or governmental authority having jurisdiction over the Company or the Bank or any of their properties, except, in the case of clause (i), for such violations which would not have a material adverse effect on the assets or properties, business, results of operations, prospects or financial condition of the Company and the Bank, taken as a whole. (o) No consent, approval, authorization or order of, or filing, registration, or qualification with, any governmental agency or authority is required in connection with the execution, delivery and performance by the Company and the Trust of the Operative Documents or the consummation of the transactions contemplated hereby and taken thereby, except (A) as may be required under the Securities Act and the Rules, the Exchange Act, or the Blue Sky laws of the various states of the United States in connection with any sales of Capital Securities therein or (B) as have already been obtained or made. (p) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (q) The Company's capitalization is as set forth in the Prospectus; all of the issued shares of capital stock of the Bank have been duly and validly authorized and issued and are fully paid and non-assessable, and 99.8% of such shares are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities or claims of any third parties; and no holder of any security of the Company has the right to have any security owned by such holder included in the Registration Statement. (r) Since the date of the latest balance sheet included in the Registration Statement and the Prospectus, except as reflected therein, neither the Company nor the Bank has (i) issued or granted any securities (other than shares of the Company's common stock issued under the Company's Stock Option Plan, excluding pursuant to the Trust.exercise of outstanding stock options or to employees or directors under bonus or other compensation plans or arrangements) or incurred any material liability or obligation, whether fixed or contingent, except for liabilities or obligations incurred in the ordinary course of its banking business, (ii) entered into any transaction not in the ordinary course of its banking business, or (iii) declared or paid any dividend or made any distribution on any shares of its capital stock or redeemed, pu

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each of the The Trust and the Company Company, jointly and severally represents severally, hereby represent and warrants warrant to, and agrees agree with, the Investors that each Underwriter as of the date hereof and as of Closingfollows: (a) On the Effective Date the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or amendment to the Prospectus is filed with the Commission and on the Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in all material respects, with the applicable provisions of the Securities Act and the Rules and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder. The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Rules) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus as amended or supplemented complied in all material respects with the applicable provisions of the Securities Act and the Rules and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Notwithstanding the foregoing, the Company and the Trust make no representation or warranty as to the following information (the "Underwriters' Information") contained in the Prospectus: the first sentence of the last paragraph of text on the front page of the Prospectus, concerning the terms of the offering by the Underwriters; the paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters; the third paragraph of text under the caption "Underwriting" in the Prospectus, concerning the terms of the offering by the Underwriters; and the last paragraph of text under the caption "Underwriting" in the Prospectus. The Company and the Trust acknowledge that the 4 4 Underwriters' Information constitute the only information furnished in writing by the Representative on behalf of the several Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus or the Prospectus. (b) The documents incorporated by reference in the Registration Statement and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (c) The consolidated financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement and Prospectus present fairly the financial condition, the results of operations and cash flows and stockholders' equity and the other information purported to be shown therein of the Company and its subsidiaries (as defined in Section 12) at the respective dates and for the respective periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved, except as otherwise disclosed therein and all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for such periods have been made. (d) Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, whose reports are filed with the Commission as a part of the Registration Statement, are and, during the periods covered by their reports, were independent public accountants as required by the Securities Act and the Rules. (e) The Company and each of TeleBanc and TeleBanc Capital Markets, Inc. (collectively, the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation, are qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to so qualify will not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries, taken as a whole, and have all corporate power necessary to own or hold their respective properties, to operate their branches and to conduct the businesses in which they are engaged; and none of the subsidiaries of the Company (other than each of the Subsidiaries) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules. The deposit accounts of TeleBanc are insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceedings for the termination of such insurance are pending or threatened. (f) The Company and each of the Subsidiaries owns, possesses or has obtained all governmental licenses, permits, certificates, consents, orders, approvals and other authorizations required under the laws of the State of Delaware, the United States and any other jurisdiction in which the Company or the Subsidiaries transact business in order to own or lease, as the case may be, and to operate its properties and to conduct its business as presently conducted and as described in the Prospectus; all of such 5 5 licenses, permits, certificates, consents, orders, approvals and authorizations are in full force and effect and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to any revocation or modification thereof. (g) The Company and the Subsidiaries each have good and marketable title in fee simple to all real property and good title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property or do not materially interfere with the use made of such property by the Company or such Subsidiary; and all real property and buildings held under lease by the Company or any of the Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made of such property and buildings by the Company or such Subsidiary. (h) There is no action, suit, investigation or proceeding, governmental or otherwise, pending or, to the Company's best knowledge, threatened or contemplated (and the Company does not know of any basis therefor) to which the Company or any of its Subsidiaries is or may be a party or of which the business or property of the Company or any of its Subsidiaries is or may be subject in either case that is material to the Company and its Subsidiaries, taken as a whole, or which is required to be disclosed in the Prospectus. (i) Except as disclosed in or contemplated by the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the business, financial condition, management or results of operations of the Company and its Subsidiaries whether or not arising from transactions in the ordinary course of business, and neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its assets, businesses or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree. (j) Except as may be disclosed in the Prospectus, the business of the Company and the Subsidiaries has been conducted in all material respects in compliance with all applicable laws, rules and regulations of the State of Delaware, the United States and any other jurisdiction in which the Company or any of the Subsidiaries transact business, and of any regulatory agency or authority therein, which laws are material to the operations of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of the Subsidiaries is in violation in any material respect of any term or provision of its charter or by-laws or other governing documents or of any franchise, license, permit, judgment, decree, order, statute, rule, regulation, directive, policy or guideline to which it or its property may be subject, except for such violations which could not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (k) No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition by the Company or any of the Subsidiaries of any material 6 6 agreement, indenture, mortgage, deed of trust, note or any other material agreement or material instrument to which the Company or any of the Subsidiaries is a party or by which any of them or their respective properties or businesses may be bound. (l) Neither the execution, delivery and performance of the Operative Documents by the Company and the Trust nor the consummation of any of the transactions contemplated hereby or thereby will conflict with or result in the breach or violation of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the creation or imposition of any lien, charge, claim, encumbrance or security interest on any properties or assets of the Company or any of the Subsidiaries pursuant to the terms of, any material agreement, indenture, mortgage or other material agreement or material instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such actions violate the charter or by-laws or other governing document of the Company or any of its Subsidiaries or any applicable law, rule, regulation, decision, order or decree of any court or governmental agency or governmental authority having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except for such violations which will not have a material effect on the Company. (m) No consent, approval, authorization or order of, or filing, registration, or qualification with, any governmental agency or authority is required in connection with the execution, delivery and performance by the Company and the Trust of the Operative Documents or the consummation of the transactions contemplated hereby and taken thereby, except (A) as may be required under the Securities Act and the Rules, the Exchange Act, or the Blue Sky laws of the various states of the United States in connection with any sales of Capital Securities therein or (B) as have already been obtained or made. (n) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules. (o) The Company's capitalization is as set forth in the Prospectus; all of the issued shares of capital stock of each of the Subsidiaries of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities or claims of any third parties; and no holder of any security of the Company has the right to have any security owned by such holder included in the Registration Statement. (p) Since the date of the latest balance sheet included in the Registration Statement and the Prospectus, except as reflected therein, neither the Company nor any of the Subsidiaries has (i) issued or granted any securities (other than shares of the Company's common stock issued [under the Company's Dividend Reinvestment Common Stock Purchase Plan], pursuant to the exercise of outstanding stock options 7 7 or to employees or directors under bonus or other compensation plans or arrangements) or incurred any material liability or obligation, whether fixed or contingent, except for liabilities or obligations incurred in the ordinary course of its banking business, (ii) entered into any transaction not in the ordinary course of its banking business, or (iii) declared or paid any dividend or made any distribution on any shares of its capital stock (other than regularly declared quarterly dividends) or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock. (q) The Capital Securities and the Common Securities have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable; and the Capital Securities and the Common Securities, when issued and delivered, will conform in all material respects to the descriptions thereof contained in the Prospectus. (r) The Indenture has been duly authorized, and when duly executed by the proper officers of the Company (assuming due execution and delivery by the Indenture Trustee) and delivered by the Company will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Debentures have been duly authorized and, when duly executed, authenticated, issued and delivered as contemplated in the Indenture, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Debentures, when issued and delivered, will conform in all material respects to the description thereof contained in the Prospectus. (s) The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Business Trust Delaware Act of the State of Delaware with the trust power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust Prospectus, and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and as described in the Amended and Restated Declaration of TrustProspectus; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase this Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; Trust Agreement (the "Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. (b") Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to among the Company, to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Wilmington Trust Company, as property trustee (the term "Transaction Documents" shall mean this Agreement, Property Trustee") and as Delaware trustee (the Amendments, the Amended Loan Agreement, the Share Purchase Agreement and any other agreement, document, certificate or filing delivered or executed in connection with any of the aforementioned agreements or the transactions contemplated hereby or thereby); and (iii"Delaware Trustee") is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, "Subsidiaries" shall mean the controlled subsidiaries of the Company, excluding the Trust.a