The obligations of Lender to make the Loan evidencing the First Financing, including any disbursement of a portion of the Loan on the date of this Agreement (“Closing Date”) shall be subject to the satisfaction (as determined by Lender in its reasonable discretion) of the following conditions precedent:

. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.12(d)]):

. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.11(c)]):

Conditions to Borrowing. Bank will not be obligated to make (or continue to make) advances hereunder unless # Bank has received executed originals of the Note and all other documents or agreements applicable to any loans described herein, including but not limited to the documents specified in Article III (collectively with this Agreement the "Loan Documents"), in form and content satisfactory to Bank; # if the Note and loans thereunder are secured, Bank has received confirmation satisfactory to it that Bank has a properly perfected security interest, security title, mortgage or lien, with the proper priority; # to the extent required by applicable law, Bank has received and reviewed flood determinations covering all real estate collateral securing the Note and loans thereunder, Bank has provided to Borrower any required regulatory notice pertaining to any such real estate collateral located in a special flood hazard area, and Borrower or the owner of any such real estate collateral has provided evidence of sufficient flood insurance covering any real estate collateral located in a special flood hazard area and any personal property contents therein, all in form and content satisfactory to Bank; # Bank has received certified copies of Borrower's governance documents and certification of entity status satisfactory to Bank and all other relevant documents; # Bank has received a certified copy of a resolution or authorization in form and content satisfactory to Bank authorizing the Note and loans and all acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; # if required by Bank, Bank has been provided with an Opinion of Borrower's counsel in form and content satisfactory to Bank confirming the matters outlined in Section 2.2 and such other matters as Bank requests; # no default exists under this Agreement or under any other Loan Documents, or under any other agreements by and between Borrower and Bank; and # all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to Bank and its counsel.

Conditions of Borrowing. It shall have been determined prior to funding of the Loan, that the combined Banks’ (consisting of RB&T and PSB) pro-forma Tier I Leverage Ratio is 8% or better and their Classified Asset Ratio is 40% or less and the Borrower shall have furnished the following to the Lender:

Conditions to Borrowing. Bank will not be obligated to make (or continue to make) advances hereunder unless # Bank has received the executed original of the Note and all other documents or agreements applicable to any loans described herein, including but not limited to the documents specified in Article IV (collectively with the Agreement the “Loan Documents”), in form and content satisfactory to Bank; # if the Note and loan thereunder is secured, Bank has received confirmation satisfactory to it that Bank has a properly perfected security interest, mortgage or lien, with the proper priority; # Bank has received certified copies of Borrower's and any non-individual guarantor’s governance documents and certification of entity status satisfactory to Bank and all other relevant documents; # Bank has received a certified copy of a resolution or authorization in form and content satisfactory to Bank authorizing the Note and loans and all acts contemplated by the Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; # if required by Bank, Bank has been provided with an Opinion of Borrower's counsel in form and content satisfactory to Bank confirming the matters outlined in [Section 3.2] and such other matters as Bank requests; # no default exists under the Agreement or under any other Loan Documents, or under any other agreements by and between Borrower and Bank; and # all proceedings taken in connection with the transaction contemplated by the Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to Bank and its counsel.

The obligation of each Lender to make its portion of the Term Loan to be advanced on the Funding Date hereunder is subject to satisfaction of the following conditions precedent:

Conditions to all Borrowings.45

Borrowing. Borrower may from time to time during the term of the Loan request Advances, partially or wholly repay amounts outstanding under the Loan, and reborrow the same, subject to all of the limitations, terms and conditions contained in this Agreement. Any request for Advance must be received by Lender no later than 1:00 p.m. (Phoenix time) on the Business Day prior to the Business Day that funding is requested. If at any time the aggregate outstanding principal balance under the Loan exceeds the Maximum Principal Amount, Borrower will immediately pay Lender such excess. No request for an Advance will be deemed received until Lender acknowledges the request. Each Authorized Person is authorized by Borrower to request Advances. Notwithstanding the foregoing, all Advances made to Borrower will be repaid by Borrower even if the Person requesting the Advance on behalf of Borrower lacks authorization.

. The obligation of each Lender to make any Loans is subject to the prior satisfaction of the following conditions (unless waived pursuant to [Section 9.12(d)]):