Common use of Property and Assets Clause in Contracts

Property and Assets. Either it or one of its Subsidiaries is the sole and absolute owner of all of the assets (real and personal, tangible and intangible) reflected in the financial statements at December 31, 1997 referred to in Section 2.4 hereof or acquired subsequent thereto (other than assets which are leased under leases capitalized in accordance with generally accepted accounting principles and assets which have been disposed of since the date of such financial statements). It and its Subsidiaries have good and marketable title to all such assets free and clear of any and all Encumbrances, except for (x) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (y) in each case for any assets the failure to have such good and marketable title or the existence of such Encumbrances which, individually or in the aggregate, would not have a material adverse effect on it, and (z) in the case of any real property, (I) such items as are shown in such financial statements or in the notes thereto, (II) liens for current real estate taxes not yet delinquent, (III) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IV) property sold or transferred in the ordinary course of business since the date of such financial statements, and (V) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement or in Section 2.15 of its Disclosure Schedule. No one has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase from it or any of its Subsidiaries of any of the material assets owned or leased by any of them. It and its Subsidiaries enjoy peaceful and undisturbed possession under all material leases for the use of real property or personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it nor any of its Subsidiaries is in default in any material respect under any such lease. No default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure Schedule. There has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties or material personal property of it and its Subsidiaries since December 31, 1997. All fixed assets material to its or any of its Subsidiaries' respective business and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair.

Property and Assets. Either it or one of its Subsidiaries is the sole and absolute owner of all of the assets (real and personal, tangible and intangible) reflected in the financial statements at December 31, 1997 referred to in Section 2.4 hereof or acquired subsequent thereto (other than assets which are leased under leases capitalized in accordance with generally accepted accounting principles and assets which have been disposed of since the date of such financial statements). It and its Subsidiaries have good and marketable title to all such assets of their real property reflected in their financial statements at December 31, 1999, referred to in Section 2.4 hereof or acquired subsequent thereto, free and clear of any and all Encumbrances, except for (x) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (y) in each case for any assets the failure to have such good and marketable title or the existence of such Encumbrances which, individually or in the aggregate, would not have a material adverse effect on it, and (z) in the case of any real property, (Ia) such items as are shown in such financial statements or in the notes thereto, (IIb) liens for current real estate taxes not yet delinquent, (IIIc) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IVd) property sold or transferred in the ordinary course of business since the date of such financial statements, and (Ve) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 1999 and before the date of this Agreement Execution Date or in Section 2.15 of its Disclosure Schedule. No one has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase from it or any of its Subsidiaries of any of the material assets owned or leased by any of themSchedules. It and its Subsidiaries enjoy peaceful and undisturbed possession under all material leases for the use of real property or personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it nor any of its Subsidiaries is in default in any material respect under any such lease. No default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure ScheduleSchedules. There has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties property or material personal property of it and or its Subsidiaries since December 31, 19971999. All fixed assets material to its or any of its Subsidiaries' ) respective business businesses and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair.

Property and Assets. Either it or one Schedule 3.16 of its Subsidiaries is the sole Company Disclosure Letter sets forth, as of the date of this Agreement, a true and absolute owner complete list of all real property and interests in real property owned in fee by the Company or any Company Subsidiary (individually, an “Owned Property”). Schedule 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all real property and interests in real property leased by the Company or any Company Subsidiary (individually, a “Leased Property”). The Company or a Company Subsidiary has good, marketable and insurable fee title to all Owned Property and good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all Liens except Permitted Liens. There is no pending, or, to the knowledge of the Company, threatened eminent domain, condemnation or similar proceeding affecting any Company Property. There are no written or oral subleases, licenses, occupancy agreements or other contracts that grant the right of use or occupancy of any material Company Property other than to, and there is no person in possession of any material Company Property other than, the Company and the Company Subsidiaries. The Company and the Company Subsidiaries have good and marketable title to, or, in the case of property held under a license, lease or other Contract, a leasehold interest in, or right to use all of their material properties, rights and assets, whether real or personal and whether tangible or intangible, including all assets (real and personal, tangible and intangible) reflected in the financial statements at December 31, 1997 referred to most recent consolidated balance sheet of the Company included in Section 2.4 hereof the Filed Company SEC Reports or acquired subsequent thereto after the date of such balance sheet (other than assets which are leased under leases capitalized in accordance with generally accepted accounting principles and except for such assets which have been sold or otherwise disposed of since the date of such financial statements). It and its Subsidiaries have good and marketable title to all such assets free and clear of any and all Encumbrances, except for (x) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (y) in each case for any assets the failure to have such good and marketable title or the existence of such Encumbrances which, individually or in the aggregate, would not have a material adverse effect on it, and (z) in the case of any real property, (I) such items as are shown in such financial statements or in the notes thereto, (II) liens for current real estate taxes not yet delinquent, (III) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IV) property sold or transferred balance sheet in the ordinary course of business since business) (collectively, the date “Assets”). The Assets that are used in the operations of such financial statementstheir business, and taken as a whole, are (Vi) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement or in Section 2.15 of its Disclosure Schedule. No one has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase from it or any of its Subsidiaries of any of the material assets owned or leased by any of them. It and its Subsidiaries enjoy peaceful and undisturbed possession under all material leases for the use of real property or personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it nor any of its Subsidiaries is in default in any material respect under any such lease. No default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure Schedule. There has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties or material personal property of it and its Subsidiaries since December 31, 1997. All fixed assets material to its or any of its Subsidiaries' respective business and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair, ordinary wear and tear excepted, and (ii) have been maintained in accordance with normal industry practices, in each case except as has not had and would not reasonably be expected to have a Material Adverse Effect.

Property and Assets. Either it North Country or one of its Subsidiaries is the sole and absolute owner of all of the assets (real and personal, tangible and intangible) reflected in the financial statements at December 31, 1997 referred to in Section 2.4 hereof 5.1(i) or acquired subsequent thereto (other than assets which are leased under leases capitalized in accordance with generally accepted accounting principles and assets which have been disposed of since the date of such financial statements). It North Country and its Subsidiaries have good and marketable title to all such assets free and clear of any and all Encumbrances, except for (x) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (y) in each case for any assets the failure to have such good and marketable title or the existence of such Encumbrances which, individually or in the aggregate, would not have a material adverse effect on it, and (z) in the case of any real property, (I) such items as are shown in such financial statements or in the notes thereto, (II) liens for current real estate taxes not yet delinquent, (III) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IV) property sold or transferred in the ordinary course of business since the date of such financial statements, and (V) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement or in Section 2.15 of its Disclosure Schedule. No one Person has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase from it North Country or any of its Subsidiaries of any of the material assets owned or leased by any of them. It North Country and its Subsidiaries enjoy peaceful and undisturbed possession under all material leases for the use of real property or personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it North Country nor any of its Subsidiaries is in default in any material respect under any such lease. No Except as set forth in Section 5.1(aa) of the Disclosure Schedule, no default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger transactions contemplated by this Agreement without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure Scheduleconsent. There has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties or material personal property of it and its Subsidiaries since December 31, 19972003. All fixed assets material to its North Country's or any of its Subsidiaries' respective business and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair.

Property and Assets. Either it (i) Section 3.1(q)(i) of the Disclosure Memorandum sets forth all of the real property owned in fee by the Company and its Subsidiaries. The Company or one its Subsidiaries have good and marketable title to each parcel of real property owned by them free and clear of all Liens, except (A) those reflected or reserved against in the consolidated balance sheet of the Company dated as of December 31, 1996, (B) taxes and general and special assessments not in default and payable without penalty and interest for which reasonable reserves have been established, (C) mechanics and similar statutory liens arising or incurred in the ordinary course of business for amounts that are not delinquent, (D) any zoning, building, and land use regulation imposed by any Governmental Entity, and (E) any covenant, restriction, or easement expressly set forth in the title documents governing such real property filed with the appropriate Governmental Entity. There are no (A) zoning, building or land use regulations imposed by any Governmental Entities or (B) any covenant, restriction or easement filed and expressly set forth in the title documents governing such real property which in any case materially interfere with the current and intended use of such property or materially impair the value of such property as reflected on the books of the Company. (ii) Each lease, sublease or other agreement (collectively, the "REAL PROPERTY LEASES") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property is valid, binding and in full force and effect, all rent and other sums and charges payable by the sole Company or any of its Subsidiaries as a tenant thereunder are current, and absolute owner no termination event or condition or uncured default of a material nature on the part of the Company or any of its Subsidiaries or, to the Company's knowledge, the landlord, exists under any Real Property Lease. The Company and its Subsidiaries have a good and valid leasehold interest in each parcel of real property leased by them free and clear of all Liens, except those reflected or reserved against in the consolidated balance sheet of the assets (real and personal, tangible and intangible) reflected in the financial statements at Company dated as of December 31, 1997 referred 1996. (iii) Section 3.1(q)(iii) of the Disclosure Memorandum contains a list of all purchases or acquisitions, sales or dispositions of all investment assets of the Company and its Subsidiaries since December 31, 1996 and prior to in Section 2.4 hereof or acquired subsequent thereto (other than assets which are leased under leases capitalized in accordance with generally accepted accounting principles and assets which have been disposed of since the date of such financial statements)this Agreement. It The Company and its Subsidiaries have good and marketable title to such investment assets owned by them free and clear of all such assets Liens. (iv) Except as set forth in Section 3.1(q)(iv) of the Disclosure Memorandum, the Company and its Subsidiaries own good and indefeasible title to, or have a valid leasehold interest in or a valid right under contract to use, all tangible personal property that is used in the conduct of their business, free and clear of any and all EncumbrancesLiens, except for (x) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (y) in each case for any assets the failure to have such good and marketable title mechanics or the existence of such Encumbrances which, individually or in the aggregate, would not have a material adverse effect on it, and (z) in the case of any real property, (I) such items as are shown in such financial statements or in the notes thereto, (II) similar statutory liens for current real estate taxes not yet delinquent, (III) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IV) property sold or transferred arising in the ordinary course of business since the date of business. All such financial statements, and (V) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 and before the date of this Agreement or in Section 2.15 of its Disclosure Schedule. No one has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase from it or any of its Subsidiaries of any of the material assets owned or leased by any of them. It and its Subsidiaries enjoy peaceful and undisturbed possession under all material leases for the use of real property or tangible personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it nor any of its Subsidiaries is in default in any material respect under any such lease. No default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure Schedule. There has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties or material personal property of it and its Subsidiaries since December 31, 1997. All fixed assets material to its or any of its Subsidiaries' respective business and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair.repair (normal wear and tear) and is suitable for its current uses. 26

Property and Assets. Either it or one of its Subsidiaries It is the sole and absolute owner of all of the assets (real and personal, tangible and intangible) reflected in the financial statements at December 31, 1997 1999 referred to in Section SECTION 2.4 hereof or acquired subsequent thereto (other than assets which are leased under leases capitalized Leases in accordance with generally accepted accounting principles and assets which have been disposed of since the date of such financial statementsstatements in the ordinary course of business). It and its Subsidiaries have has good and marketable title to all such assets free and clear of any and all Encumbrances, except for (xa) the Encumbrances, if any, listed in Section 2.15 of its Disclosure Schedule, (yb) in each case for any assets the failure to have such good and marketable title or the existence of such Encumbrances Encumbrance which, individually or in the aggregate, would not have a material adverse effect on it, and (zc) in the case of any real property, : (Ii) such items as are shown in such financial statements or in the notes thereto, (IIii) liens for current real estate taxes not yet delinquent, (IIIiii) customary easements, restrictions of record and title exceptions that are not material to the value or use of such property, (IViv) property sold or otherwise transferred in the ordinary course of business since the date of such financial statements, and (Vv) as otherwise specifically indicated in its Regulatory Reports filed after December 31, 1997 1999 and before the date of this Agreement or in Section 2.15 of its Disclosure ScheduleAgreement. No one has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, agreement for the purchase from it or any of its Subsidiaries of any of the material assets owned or leased by any of themit. It and its Subsidiaries enjoy enjoys peaceful and undisturbed possession under all material leases for the use of real property or personal property under which they are the lessee; all of such leases are valid and binding and in full force and effect, and neither it nor any of its Subsidiaries is not in default in any material respect under any such lease. No default will arise under any material real property, material personal property lease or material intellectual property license by reason of the consummation of the Merger Consolidation without the lessor's or licensor's consent except as set forth in Section 2.15 of its Disclosure Schedule. There Except as set forth in Section 2.15 of its Disclosure Schedule: (a) there has been no material physical loss, damage or destruction, whether or not covered by insurance, affecting any of the real properties or material personal property of it and its Subsidiaries since December 31, 1997. All 1999, and (b) all fixed assets material to its or any of its Subsidiaries' respective business and currently used by it or any of its Subsidiaries are, in all material respects, in good operating condition and repair.