Common use of Loan Portfolio; Reserves Clause in Contracts

Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn were (or will be, as the case may be) as of such dates in all respects (i) evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records as secured loans, has been secured by valid liens which have been perfected, and (iii) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. (b) The allowances for possible loan losses shown on the Financial Statements of North Penn and the Financial Regulatory Reports of North Penn Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of North Penn and the Financial Regulatory Reports of North Penn Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of North Penn and other extensions of credit (including letters of credit or commitments to make loans or extend credit). North Penn has not been notified by any state or federal bank regulatory agency that its reserves are inadequate or that its practices and policies used in establishing its allowance and in accounting for delinquent and classified assets fail to comply with applicable accounting and regulatory requirements or that regulators or independent auditors believe that such reserves are inadequate or inconsistent with the historical loss experience of North Penn. (c) No agreement pursuant to which any loans or other assets have been or shall be sold by North Penn or any of the North Penn Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by North Penn or the North Penn Subsidiaries, to cause North Penn or any of the North Penn Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against North Penn or any of the North Penn Subsidiaries. To the knowledge of North Penn, there has been no material breach of a representation or covenant by North Penn or any of the North Penn Subsidiaries in any such agreement.

Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn Delaware were (or will be, as the case may be) as of such dates in all respects (i) were made for good, adequate, and valuable consideration in the ordinary course of business, (ii) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiiii) to the extent carried on the books and records as secured loans, has have been secured by valid liens which have been perfected, and (iiiiv) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. (b) The allowances for possible loan losses shown on the Financial Statements of North Penn Delaware and the Financial Regulatory Reports of North Penn NBDC Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of North Penn Delaware and the Financial Regulatory Reports of North Penn NBDC Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of North Penn Delaware and other extensions of credit (including letters of credit or commitments to make loans or extend credit). North Penn Neither Delaware nor NBDC Bank has not been notified by any state or federal bank regulatory agency that its reserves are inadequate or that its practices and policies used in establishing its allowance and in accounting for delinquent and classified assets fail to comply with applicable accounting and regulatory requirements or that regulators or independent auditors believe that such reserves are inadequate or inconsistent with the historical loss experience of North PennDelaware or NBDC Bank. (c) No agreement pursuant to which any loans or other assets have been or shall be sold by North Penn Delaware or any of the North Penn Delaware Subsidiaries entitled entitles the buyer of such loans or other assets, unless there is material breach of a representation or covenant by North Penn Delaware or the North Penn Delaware Subsidiaries, to cause North Penn Delaware or any of the North Penn Delaware Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against North Penn Delaware or any of the North Penn Delaware Subsidiaries. To the knowledge Knowledge of North PennDelaware, there has been no material breach of a representation or covenant by North Penn Delaware or any of the North Penn Delaware Subsidiaries in any such agreement.

Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn UpState were (or will be, as the case may be) as of such dates in all respects (i) were made for good, adequate, and valuable consideration in the ordinary course of business, (ii) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iiiii) to the extent carried on the books and records as secured loans, has have been secured by valid liens which have been perfected, and (iiiiv) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. (b) The allowances for possible loan losses shown on the Financial Statements of North Penn UpState and the Financial Regulatory Reports of North Penn USNY Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of North Penn UpState and the Financial Regulatory Reports of North Penn USNY Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of North Penn UpState and other extensions of credit (including letters of credit or commitments to make loans or extend credit). North Penn Neither UpState nor USNY Bank has not been notified by any state or federal bank regulatory agency that its reserves are inadequate or that its practices and policies used in establishing its allowance and in accounting for delinquent and classified assets fail to comply with applicable accounting and regulatory requirements or that regulators or independent auditors believe that such reserves are inadequate or inconsistent with the historical loss experience of North PennUpState or USNY Bank. (c) No agreement pursuant to which any loans or other assets have been or shall be sold by North Penn UpState or any of the North Penn UpState Subsidiaries entitled entitles the buyer of such loans or other assets, unless there is material breach of a representation or covenant by North Penn UpState or the North Penn UpState Subsidiaries, to cause North Penn UpState or any of the North Penn UpState Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against North Penn UpState or any of the North Penn UpState Subsidiaries. To the knowledge Knowledge of North PennUpState, there has been no material breach of a representation or covenant by North Penn UpState or any of the North Penn UpState Subsidiaries in any such agreement.

Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn Seller were (or will be, as the case may be) as of such dates in all respects (i) evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records as secured loans, has have been secured by valid liens which have been perfected, and (iii) are be the binding obligations of the respective obligors named therein in accordance with their respective terms, and were are not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. Except as set forth in Schedule 3.4, no debtor under any loan has asserted as of the date hereof any claim or defense with respect to the subject matter thereof, which claim or defense, if determined adversely to Seller, would have a Material Adverse Effect on Seller. All loans and extensions of credit that have been made by the Seller Subsidiaries comply in all material respects with applicable regulatory limitations and procedures. (b) The allowances for possible loan losses shown on the Financial Statements of North Penn Seller and the Financial Regulatory Reports of North Penn Seller Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of North Penn Seller and the Financial Regulatory Reports of North Penn Seller Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate under GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of North Penn Seller and other extensions of credit (including letters of credit or commitments to make loans or extend credit). North Penn Except as described on Schedule 3.4(b), Seller has not been notified by any state or federal bank regulatory agency that its current reserves are inadequate or that its current practices and policies used in establishing its allowance and in accounting for delinquent and classified assets fail to comply with applicable accounting and regulatory requirements or that regulators or independent auditors believe that such reserves are inadequate or inconsistent with the historical loss experience of North PennSeller. (c) No agreement pursuant to which any loans or other assets have been or shall be sold by North Penn Seller or any of the North Penn Seller Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by North Penn Seller or the North Penn Seller Subsidiaries, to cause North Penn Seller or any of the North Penn Seller Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against North Penn Seller or any of the North Penn Seller Subsidiaries. To the knowledge of North Penn, there There has been no material breach of a representation or covenant by North Penn Seller or any of the North Penn Seller Subsidiaries in any such agreement.