Common use of Derivatives Contracts; Structured Notes; Etc Clause in Contracts

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Disclosure Schedule, neither SJNB nor any Subsidiary is a party to or has agreed to enter into a Derivatives Contract or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB or one of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB and each of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect on SJNB.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa3.3 (cc) of the SJNB Company's Disclosure ScheduleLetter, neither SJNB the Company nor any Subsidiary of its Subsidiaries is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a Derivatives Contract derivative contract (including various combinations thereof) (each a "Derivative Contract") or owns securities that (1l) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB listed (as of the date hereof) in paragraph 3.3(cc) of its Disclosure Letter or disclosed in the Company Reports filed on or prior to be financially responsiblethe date hereof. All of such Derivatives Derivative Contracts or other instruments are legal, valid and binding obligations of SJNB the Company or one of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB The Company and each of its Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and and, to the Company's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect Material Adverse Effect on SJNBthe Company.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa3.1(ad) of the SJNB Saratoga Disclosure Schedule, neither SJNB Saratoga nor any Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract Contract") or owns securities that (1) are 1)are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB Saratoga to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB Saratoga or one of its Subsidiaries and, to the best knowledge of SJNBSaratoga, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB Saratoga and each of its Subsidiaries and, to the best knowledge of SJNBSaratoga, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect on SJNBSaratoga.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Enterbank Disclosure Schedule, neither SJNB Enterbank nor any Subsidiary is a party to or has agreed to enter into a Derivatives Contract or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB Enterbank to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB Enterbank or one of its Subsidiaries and, to the best knowledge of SJNBEnterbank, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB Enterbank and each of its Subsidiaries and, to the best knowledge of SJNBEnterbank, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect on SJNBEnterbank.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa3.1(cc) of the SJNB CGB Disclosure Schedule, neither SJNB CGB nor any Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract Contract") or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB CGB to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB CGB or one of its Subsidiaries and, to the best knowledge of SJNBCGB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB CGB and each of its Subsidiaries and, to the best knowledge of SJNBCGB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect on SJNBCGB.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Disclosure Schedule-------------------------------------------- Previously Disclosed, neither SJNB WABC nor any WABC Subsidiary is a party to or has agreed to enter into a any Derivatives Contract or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB WABC or one of its the WABC Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB WABC and each of its the WABC Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and and, to WABC's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect Material Adverse Effect on SJNBWABC.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Disclosure Schedule-------------------------------------------- Previously Disclosed, neither SJNB ValliCorp nor any ValliCorp Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract Contract") or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB ValliCorp or one of its the ValliCorp Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB ValliCorp and each of its the ValliCorp Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and and, to ValliCorp's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect Material Adverse Effect on SJNBValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Disclosure SchedulePreviously Disclosed, neither SJNB ValliCorp nor any ValliCorp Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract Contract") or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB ValliCorp or one of its the ValliCorp Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB ValliCorp and each of its the ValliCorp Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and and, to ValliCorp's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect Material Adverse Effect on SJNBValliCorp.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa) of the SJNB Disclosure SchedulePreviously Disclosed, neither SJNB WABC nor any WABC Subsidiary is a party to or has agreed to enter into a any Derivatives Contract or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB to be financially responsiblePreviously Disclosed. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB WABC or one of its the WABC Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB WABC and each of its the WABC Subsidiaries and, to the best knowledge of SJNB, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and and, to WABC's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect Material Adverse Effect on SJNBWABC.

Derivatives Contracts; Structured Notes; Etc. Except as set forth in Section 3.2(aa3.1(af) of the SJNB SierraWest Disclosure Schedule, neither SJNB SierraWest nor any Subsidiary is a party to or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract Contract") or owns securities that (1) are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (2) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of their banking business, consistent with safe and sound banking practices and regulatory guidance, and with counterparties reasonably believed by SJNB SierraWest to be financially responsible. All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of SJNB SierraWest or one of its Subsidiaries and, and to the best knowledge of SJNBSierraWest, each of the other counterparties thereto, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and are in full force and effect. SJNB SierraWest and each of its Subsidiaries and, and to the best knowledge of SJNBSierraWest, each of the other counterparties thereto, have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder which would have or would reasonably be expected to have a material adverse effect on SJNBSierraWest.