Pursuant to Paragraphs 1 and 2 of Article 45 of the Financial Holding Company Act (hereinafter referred to as the "FHCA"), when a financial holding company or its subsidiary engages in transactions other than credit extension with the counterparties listed in Paragraph 1 of said Article, the conditions of such transactions shall not be more favorable than those offered to similar counterparties, and it shall be approved by a resolution of more than two-thirds of the directors present and more than three-fourths of the attending directors.
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