Common use of Loan Portfolio; Portfolio Management Clause in Contracts

Loan Portfolio; Portfolio Management. All evidences of ------------------------------------- indebtedness reflected as assets in the consolidated balance sheet of Ambanc as of December 31, 1997, or acquired since such date, are (except with respect to those assets which are no longer assets of Ambanc or any Ambanc 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 rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding 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 which have been asserted or, to the knowledge of Ambanc threatened, against Ambanc or any Ambanc Subsidiary. All such indebtedness which is secured by an interest in real property is, to Ambanc's knowledge, secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All loans originated or purchased by Bank were at the time entered into and at all times since have been in compliance in all material respects with all applicable laws (including, without limitation, all consumer protection laws) and regulations. Bank administers its 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 Bank regarding all loans outstanding on its books are accurate in all material respects and the risk classification system has been established in accordance with the requirements of the OTS.

Loan Portfolio; Portfolio Management. (a) All evidences of ------------------------------------- indebtedness reflected as assets in the consolidated balance sheet of Ambanc the Company as of December 31June 30, 1997, or acquired since such date, are (except with respect to those assets which are no longer assets of Ambanc the Company or any Ambanc Company 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 rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding 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 which have been asserted or, to the knowledge of Ambanc the Company threatened, against Ambanc the Company or any Ambanc Company Subsidiary. All such indebtedness which is secured by an interest in real property is, to Ambanc's knowledge, is secured by a valid and perfected mortgage lien having the priority specified in the loan documents. All loans originated or purchased by Bank Savings were at the time entered into and at all times since have been in compliance in all material respects with all applicable laws (including, without limitation, all consumer protection laws) and regulations. Bank Savings administers its 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 Bank Savings regarding all loans outstanding on its books are accurate in all material respects and the risk classification system has been established in accordance with the requirements of the OTS. (b) Section 2.20 of 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 Savings and its subsidiaries that have been adversely designated, criticized or classified by it as