Common use of Loan Portfolio; Portfolio Management Clause in Contracts

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its financial statements at December 31, 1997 referred to in Section 2.4 hereof, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it or any of its Subsidiaries) binding obligations of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except as to the availability of equitable remedies, including specific performance, which are subject to the discretion of the court before which a proceeding is brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it or any Subsidiary. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, or purchased by it or any of its Subsidiaries were at the time entered into and at all times owned by it or its Subsidiaries in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws and regulations). It and its Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it and any of its Subsidiaries (as applicable) regarding all loans outstanding on its books are accurate in all material respects. (b) Section 2.20 of its Disclosure Schedule sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it and its Subsidiaries that have been adversely designated, criticized or classified by it as of September 30, 1998, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (ai) All Except as set forth on Schedule 4.01(g) all evidences of indebtedness reflected as assets in its Bank's financial statements at December 31, 1997 1999 referred to in Section 2.4 4.01(c) hereof, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it or any of its Subsidiaries) binding obligations of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally generally, and except as to the availability of equitable remedies, including specific performance, which are subject to the discretion of the court before which a proceeding is brought, and except where a failure of enforcement will not have a Bank Material Adverse Effect, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it Bank or any Subsidiaryof its Subsidiaries which would collectively constitute a Bank Material Adverse Effect. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documentsdocuments except in each case in which, individually or in the aggregate, the failure to have such a mortgage would not have a Bank Material Adverse Effect. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect Bank Material Adverse Effect. Except as set forth on it. All Schedule 4.01(g) or except where noncompliance would not have a Bank Material Adverse Effect, all loans originated, directly or indirectly, or purchased by it Bank or any of its Subsidiaries were were, at the time entered into and at all times owned by it Bank or its Subsidiaries Subsidiaries, in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws and regulations). It Except where noncompliance would not have a Bank Material Adverse Effect, Bank and its Subsidiaries (as applicable) ), in all material respects, administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations and the terms of applicable instruments. The Except where noncompliance would not have a Bank Material Adverse Effect, the records of it Bank and any of its Subsidiaries (as applicable) regarding all loans outstanding on its books are accurate in all material respects. With respect to loans for which real property is the primary collateral, the Bank and its Subsidiaries (as applicable) maintain or require all borrowers to maintain adequate insurance on the security property and pay or cause all borrowers, to pay all taxes or assessments which may be entitled to a Lien with priority over the Bank's Lien in such property. The Bank maintains insurance against its failure or the borrower's failure to maintain insurance and pay taxes or assessments. (bii) Section 2.20 of its Disclosure Schedule 4.01(g) sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it Bank and its Subsidiaries that have been adversely designated, criticized or classified by it Bank, its outside auditors or the OCC as of September November 30, 19981999, separated by category of classification or criticism (the "Bank Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof hereof, by any representative of any governmental or regulatory authority as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Bank Asset Classification, Classification other than amounts of loans, extensions of credit or other assets that were charged off by it Bank or any of its Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its the consolidated financial statements at December 31, 1997 referred to in Section 2.4 hereof, or originated last filed by Bancorp as part of a publicly available Regulatory Document or acquired since such date, are (except with respect to those assets which are no longer assets of it Bancorp or any of its SubsidiariesBancorp Subsidiary) binding obligations obliga- tions of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' creditors rights generally generally, and except as to that the availability of equitable remedies, including specific performance, which are is subject to the discretion of the court before which a any proceeding is may be brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it Bancorp or any Bancorp Subsidiary. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, originated or purchased by it Bancorp or any of its Bancorp Subsidiaries were at the time entered into and at all times owned by it or its Subsidiaries since have been in compliance in all material respects with all applicable laws and regulations Applicable Laws (including, without limitation, all consumer protection laws and regulationslaws). It Bancorp and its the Bancorp Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations Applicable Laws and the terms of applicable instruments. The records of it Bancorp and any of its the Bancorp Subsidiaries (as applicable) regarding all loans outstanding on its their books are accurate in all material respectsrespects and the risk classification system has been established in accordance with the requirements of the OTS. (b) Section 2.20 of its Disclosure Schedule sets forth Bancorp and the Company have Previously Disclosed a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it Bancorp and its the Bancorp Subsidiaries that have been adversely designated, criticized or classified by it as of September 30February 28, 1998, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority Government Authority as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off or recovered by it Bancorp or any of its the Bancorp Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its financial statements at the consolidated balance sheet of Company as of December 31, 1997 referred to in Section 2.4 hereof1997, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it the Company or any of its SubsidiariesCompany Subsidiary) binding obligations of the respective obligors obligers named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' creditors rights generally generally, and except as to that the availability of equitable remedies, including specific performance, which are is subject to the discretion of the court before which a any proceeding is may be brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it the Company or any Company Subsidiary. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, originated or purchased by it the Company or any of its Subsidiaries a Company Subsidiary were at the time entered into and at all times owned by it or its Subsidiaries since in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws laws) and regulations). It The Company and its the Company Subsidiaries (as applicable) administer their respective loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it the Company and any of its the Company Subsidiaries (as applicable) regarding all loans outstanding on its their books are accurate in all material respectsrespects and the risk classification system has been established in accordance with the applicable regulatory requirements. (b) Section 2.20 2.22 of its Disclosure Schedule I sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it the Company and its the Company Subsidiaries that have been adversely designated, criticized or classified by it as of September June 30, 1998, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority government entity as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its financial statements at the consolidated balance sheet of Company as of December 31, 1997 referred to in Section 2.4 hereof1996, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it the Company or any of its SubsidiariesCompany Subsidiary) binding obligations of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' creditors rights generally generally, and except as to that the availability of equitable remedies, including specific performance, which are is subject to the discretion of the court before which a any proceeding is may be brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it the Company or any Company Subsidiary. All To the best knowledge of the Company, all such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having To the priority specified in best knowledge of the loan documentsCompany, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All all loans originated, directly or indirectly, originated or purchased by it or any of its Subsidiaries Savings were at the time entered into and at all times owned by it or its Subsidiaries since have been in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws laws) and regulations). It and Savings administers its Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in all material respects in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it and any of its Subsidiaries (as applicable) Savings regarding all loans outstanding on its books are accurate in all material respectsrespects and the risk classification system has been established in accordance with the requirements of the OTS. (b) Section 2.20 of its Disclosure Schedule I sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it Savings and its Subsidiaries subsidiaries that have been adversely designated, criticized or classified by it as of September June 30, 19981997, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority government entity as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its the Company Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its the consolidated statement of financial statements at December 31condition of Company as of September 30, 1997 referred to in Section 2.4 hereof1998, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it the Company or any of its SubsidiariesCompany Subsidiary) binding obligations of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' creditors rights generally generally, and except as to that the availability of equitable remedies, including specific performance, which are is subject to the discretion of the court before which a any proceeding is may be brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it the Company or any Company Subsidiary. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, originated or purchased by it or any of its Subsidiaries Savings were at the time entered into and at all times owned by it or its Subsidiaries since have been in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws laws) and regulations). It and Savings administers its Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in all material respects in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it and any of its Subsidiaries (as applicable) Savings regarding all loans outstanding on its books are accurate in all material respectsrespects and the risk classification system has been established in accordance with the requirements of the OTS. (b) Section 2.20 of its Disclosure Schedule I sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it Savings and its Subsidiaries subsidiaries that have been adversely designated, criticized or classified by it as of September 30March 31, 19981999, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority government entity as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its the Company Subsidiaries before the date hereof.

Loan Portfolio; Portfolio Management. (ai) All evidences of indebtedness reflected as assets in its financial statements at December 31, 1997 2003 referred to in Section 2.4 hereof5.1(i), or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it or any of its Subsidiaries) binding obligations of the respective obligors named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except as to the availability of equitable remedies, including specific performance, which are subject to the discretion of the court before which a proceeding is brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it or any Subsidiary, except as set forth in Section 5.1(ff) of the Disclosure Schedule. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, or purchased by it North Country or any of its Subsidiaries were at the time entered into and at all times owned by it North Country or its Subsidiaries in compliance in all material respects with all applicable laws and regulations (including, without limitation, including all consumer protection laws and regulations). It North Country and its Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it North Country and any of its Subsidiaries (as applicable) regarding all loans outstanding on its books are accurate in all material respects. (bii) Section 2.20 5.1(ff) of its the Disclosure Schedule sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it and its Subsidiaries that have been adversely designated, criticized or classified by it as of September 30March 31, 19982004, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its Subsidiaries before the date hereof.no

Loan Portfolio; Portfolio Management. (a) All evidences of indebtedness reflected as assets in its financial statements at December 31, 1997 referred to in Section 2.4 hereof, or originated or acquired since such date, are (except with respect to those assets which are no longer assets of it or any of its Subsidiaries) binding obligations of the respective obligors obligers named therein except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except as to the availability of equitable remedies, including specific performance, which are subject to the discretion of the court before which a proceeding is brought, and the payment of no material amount thereof (either individually or in the aggregate with other evidences of indebtedness) is subject to any defenses or offsets which have been threatened or asserted against it or any Subsidiary. All such indebtedness which is secured by an interest in real property is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All such indebtedness which is secured by an interest in personal property is secured by a valid and perfected security interest having the priority specified in the loan documents, except in each case in which, individually or in the aggregate, the failure to have such a security interest would not have a material adverse effect on it. All loans originated, directly or indirectly, originated or purchased by it or any of its Subsidiaries were at the time entered into and at all times owned by it or its Subsidiaries in compliance in all material respects with all applicable laws and regulations (including, without limitation, all consumer protection laws and regulations). It and its Subsidiaries (as applicable) administer their loan and investment portfolios (including, but not limited to, adjustments to adjustable mortgage loans) in accordance with all applicable laws and regulations and the terms of applicable instruments. The records of it and any of its Subsidiaries (as applicable) regarding all loans outstanding on its books are accurate in all material respects. (b) Section 2.20 of its Disclosure Schedule sets forth a list, accurate and complete in all material respects, of the aggregate amounts of loans, extensions of credit and other assets of it and its Subsidiaries that have been adversely designated, criticized or classified by it as of September 30August 31, 1998, separated by category of classification or criticism (the "Asset Classification"); and no amounts of loans, extensions of credit or other assets that have been adversely designated, classified or criticized as of the date hereof by any representative of any governmental or regulatory authority as "Special Mention," "Substandard," "Doubtful," "Loss" or words of similar import are excluded from the amounts disclosed in the Asset Classification, other than amounts of loans, extensions of credit or other assets that were charged off by it or any of its Subsidiaries before the date hereof.any