as used herein. Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied thro...
as used herein means the occurrence of any of the following events:
as used herein means the current holder of a Mortgage;
More Definitions of as used herein
as used herein means the presence of or release of Hazardous Substances (as hereinafter defined) into any environmental media from, upon, within, below, into or on any portion of the Demised Premises, the Building, the Building Common Area or the Project so as to require remediation, cleanup or investigation under any applicable Environmental Law (as hereinafter defined).
as used herein. Cause" means (i) termination based on Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Executive's supervisor(s) that are within the scope of Executive's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Executive is terminated pursuant to subsection (iii) of this Section 6.3 for poor job performance, excluding refusal to perform his duties, Executive shall have sixty (60) days to cure the behavior upon which the threatened termination is based.
as used herein means any significant risk that computer hardware or software used in the receipt, transmission, processing, manipulation, storage, retrieval, retransmission or other utilization of data or in the operation of mechanical or electrical systems of any kind will not, in the case of dates or time periods occurring after December 31, 1999, function at least as effectively as in the case of dates or time periods occurring prior to January 1, 2000.
as used herein. Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. EXHIBIT A Form of Officer's Financial Certificate The undersigned, the [Chief Financial Officer/Treasurer/Assistant Treasurer/ Secretary/ Assistant Secretary, Chairman/ViceChairman/Chief Executive Officer/President/Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of ______________, 2005 (the "Indenture"), among MortgageIT, Inc. (the "Company"), MortgageIT Holdings, Inc. (the "Guarantor") and Wilmington Trust Company, as trustee, that, as of [date], [20__], the Guarantor had the following ratios and balances on a consolidated basis: As of [Quarterly/Annual Financial Date] Senior secured indebtedness for borrowed money ("Debt") $_____ Senior unsecured Debt $_____ Subordinated Debt $_____ Total Debt $_____ Ratio of (x) senior secured and unsecured Debt to (y) total Debt _____% [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Guarantor and its consolidated subsidiaries for the three years ended [date], 20__.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Guarantor and its consolidated subsidiaries for the fiscal quarter ended [date], 20__.] The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Guarantor and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [quarter] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein). EXHIBIT A
as used herein means the written agreement provided under Section 3517.5 of the Government Code.
as used herein means retirement at age 65 or over, or early retirement at age 55 or over with the approval of the Company, which approval specifically states that the Option shall become fully exercisable as to all Shares.
as used herein means all of the "Obligations", as defined in the Credit Agreement and shall include any and all post-petition interest and expenses (including reasonable attorneys' fees) whether or not allowed under any bankruptcy, insolvency, or other similar law; PROVIDED that, notwithstanding anything to the contrary contained in this Guaranty, the Guaranteed Indebtedness shall be limited, with respect to Guarantor to an aggregate amount equal to the greatest amount that would not render Guarantor's indebtedness, liabilities or obligations hereunder subject to avoidance under Sections 544, 548 or 550 of the United States Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; PROVIDED, FURTHER, that, for purposes of the immediately preceding clauses, it shall be presumed that the Guaranteed Indebtedness for Guarantor hereunder does not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations hereunder subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to but without limiting the generality of the foregoing sentence, the provisions of this Guaranty are severable and, in any legally binding action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights and general principles of equity, if the indebtedness, liabilities or obligations of Guarantor hereunder would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its indebtedness, liabilities or obligations hereunder, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such indebtedness, liabilities or obligations shall, for purposes of determining Guarantor's obligations under this Guaranty, without any further action by Guarantor or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding.