Common use of Leases; Title to Property Clause in Contracts

Leases; Title to Property. Encumbrances -------------------------------------------- (a) The Seller has, and at the Effective Date will have good, insurable and marketable title to the Lindenwold Branch and Merchantville Branch, a valid lease to the Clementon Branch, and marketable title to all leasehold improvements, furnishings, equipment and other assets to be transferred to the Purchaser pursuant to this Agreement, and in each case subject to no "Title Defect", which shall be defined as a mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge of any nature whatsoever, except matters of record which do not interfere with the use of the properties as bank branches or which would interfere with or otherwise prevent the Purchaser from having quiet enjoyment of the real estate ownership possession and quiet enjoyment of the other assets or ownership of the Deposit Liabilities to be transferred in accordance with this Agreement. (b) The Seller has delivered to the Purchaser complete and correct copies of the deeds to the properties and the Lease. The Lease and descriptions are attached hereto as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and A3 respectively. The Lease is valid and there does not exist with respect to the Seller's obligations thereunder, or to the knowledge of the Seller (not having made any specific investigation for this purpose), with respect to the obligation of any lessor thereunder, any material default thereunder and, to the knowledge of the Seller (not having made any specific investigation for this purpose, there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branches as presently being used in the conduct of the business of the Seller. (c) The real estate, the leasehold improvements, the banking equipment, the fixtures and the furniture being sold are all of the physical assets owned by the Seller and used by it to conduct the business of the Branches as of the date hereof. The banking equipment comprising part of the assets being sold is in operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear. The Purchaser, however, acknowledges and agrees that all such property is being sold "as is" and without any warranties, express or implied, other than specified in this paragraph. Seller is not bound by any oral statements purported to have been made by any party. (d) No notice of any violation of zoning laws, building, fire and other regulating laws, statutes, ordinances and regulations relating to the Branches have been received by the Seller and are currently outstanding and uncured. Nothing herein shall obligate Seller to perform any repairs or improvements required as a condition of obtaining a certificate of occupancy in connection with this sale. With respect to the Branches, to its knowledge, the Seller is in compliance with all federal, state and local laws, rules and regulations relating to environmental protection and the Seller has not been notified that it is potentially liable, or is considered potentially liable, under the Comprehensive Environmental Response, Compensation and Liability Act of l980, as amended, or any similar state law. To its knowledge, no disposal, release or discharge of hazardous or toxic substances, including petroleum and gas products, as any of such terms may be defined under federal, state or local law, has occurred on, in, at or about any of the facilities of the Branches. To the best of Seller's knowledge and belief there are no action, suits or regulatory investigations pending or threatened against the Seller relating to environmental protection matters.

Leases; Title to Property. Encumbrances ----------------------------------------------------------------------------------- (a) The Seller has, and at the Effective Date will have good, insurable and marketable fee simple title to the Lindenwold Branch Purchased Branches, and Merchantville Branch, a valid lease to the Clementon BranchLeased Branches under which leases Seller is in good standing as a lessee, and marketable title to all leasehold improvements, furnishings, equipment and other assets to be transferred to the Purchaser pursuant to this Agreement, and in each case subject to no "Title Defect", which shall be defined as a mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge of any nature whatsoever, except Permitted Liens, Permitted Exceptions, and matters of record which do not interfere with the use of the properties as bank branches or which would interfere with or otherwise prevent the Purchaser from having ownership, possession, and occupancy of and quiet enjoyment of the real estate ownership possession property and quiet enjoyment of the other assets or ownership of the Deposit Liabilities to be transferred in accordance with this Agreement. (b) The Seller has delivered will deliver to the Purchaser complete and correct copies of the deeds to the properties Purchased Branches and the Leaseleases to the Leased Branches (the "Leases") as identified at Sections 1.02(a)(1)(i) and (ii) within ten business days of the date of the Agreement. The Lease Leases are valid and descriptions are attached hereto as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and A3 respectively. The Lease is valid enforceable and there does not exist with respect to the Seller's obligations thereunder, or to the knowledge of the Seller (not having made any specific investigation for this purpose), with respect to the obligation of any lessor thereunder, any material default thereunder and, to the knowledge of the Seller (not having made any specific investigation for this purposeSeller, there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branches as presently being used in the conduct of the business of the Seller, except as set forth at Exhibit 2.02(b). (c) The real estate, the leasehold improvements, the banking equipment, the fixtures and the furniture being sold are all of the physical assets owned by the Seller and used by it the Seller to conduct the business of the Branches as of the date hereof. The banking equipment comprising part of the assets being sold is in operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear. The Purchaser, however, acknowledges and agrees that all such property is being sold "as is" and without any warranties, express or implied, other than specified in this paragraph. Seller is not bound by any oral statements purported to have been made by any party. (d) No notice of any violation of zoning laws, building, fire and other regulating laws, statutes, ordinances and regulations relating to the Branches have been received by the Seller and are currently outstanding and uncured. Nothing herein shall obligate Seller to perform any repairs or improvements required as a condition of obtaining a certificate of occupancy in connection with this sale. With respect to the Branches, to its knowledge, the Seller is in compliance with all federal, state and local laws, rules and regulations relating to environmental protection and the Seller has not been notified that it is liable, potentially liable, or is considered potentially liable, under the Comprehensive Environmental Response, Compensation and Liability Act of l980, as amended, or any similar state law. To its knowledge, no disposal, release or discharge of hazardous or toxic substances, including petroleum and gas products, as any of such terms may be defined under federal, state or local law, has occurred on, in, at or about any of the facilities of the Branches. To the best of Seller's knowledge and belief there are no action, suits or regulatory investigations pending or threatened against the Seller relating to environmental protection matters. Seller represents that to the best of Seller's knowledge, there exist no underground storage tanks located on the premises, parking lots, drive-up facilities or sidewalk areas of the Leased Branches, Purchased Branches or other real property associated with the Transaction. (e) Seller represents to its best knowledge that there are no easements covering the leased property or real property associated with the Transaction except easements which exclusively benefit the property which is the subject of this Agreement and a temporary easement on the Atlantic City Branch which is scheduled to expire on June 6, 1997.

Leases; Title to Property. Encumbrances --------------------------------------------All Material leases are ------------------------- valid and subsisting and are in full force and effect in all material respects. The Company and each Restricted Subsidiary have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 3.5 or purported ----------- to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens, except for: (a) The Seller has, and Liens disclosed on Schedule 3.10 of the Disclosure Letter ------------- securing Debt outstanding at the Effective Date will have good, insurable and marketable title to the Lindenwold Branch and Merchantville Branch, a valid lease to the Clementon Branch, and marketable title to all leasehold improvements, furnishings, equipment and other assets to be transferred to the Purchaser pursuant to this Agreement, and in each case subject to no "Title Defect", which shall be defined as a mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge of any nature whatsoever, except matters of record which do not interfere with the use of the properties as bank branches or which would interfere with or otherwise prevent the Purchaser from having quiet enjoyment of the real estate ownership possession and quiet enjoyment of the other assets or ownership of the Deposit Liabilities to be transferred in accordance with this Agreement.Initial Closing; (b) The Seller has delivered deposits under workers' compensation, employment insurance and social security laws in the ordinary course of business; (c) deposits to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure indemnity, performance or other similar bonds in the ordinary course of business; (d) judgment liens, provided, that such Liens do not constitute an -------- Event of Default under Section 9.1(i); -------------- (e) rights of vendors or lessors under conditional sale agreements, Capital Leases or other title retention agreements, provided, that in each case, -------- (i) such rights do not extend to any property other than the acquired property and (ii) such rights do not secure any Indebtedness other than such Indebtedness incurred in connection with the acquisition of such property; (f) Liens securing Debt permitted hereunder, provided, that in each -------- case, such Lien (i) covers only those assets, the acquisition of which was financed by such permitted Debt, and (ii) secures only such permitted Debt; (g) other Liens (other than any Lien imposed by ERISA) which are incidental to the Purchaser complete and correct copies of the deeds to the properties and the Lease. The Lease and descriptions are attached hereto as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and A3 respectively. The Lease is valid and there does not exist with respect to the Seller's obligations thereunder, or to the knowledge of the Seller (not having made any specific investigation for this purpose), with respect to the obligation of any lessor thereunder, any material default thereunder and, to the knowledge of the Seller (not having made any specific investigation for this purpose, there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branches as presently being used in the normal conduct of the business of the Seller. (c) The real estate, Company or any Restricted Subsidiary or the leasehold improvements, ownership of its property which are not incurred in connection with the banking equipment, incurrence of Indebtedness and which do not in the fixtures and aggregate materially impair the furniture being sold are all use of such property in the physical assets owned by the Seller and used by it to conduct operation of the business of the Branches as Company or such Restricted Subsidiary or the value of such property for the purposes of such business and which, with respect to payments required pursuant to Sections 7.1 and 7.4, secure sums not yet due and payable; ------------ --- (h) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the date hereof. The banking equipment comprising part business of the assets being sold is Company or any of its Restricted Subsidiaries, provided that such Liens do not, -------- in operating condition and repairthe aggregate, giving consideration to its age and use and subject to ordinary wear and tear. The Purchaser, however, acknowledges and agrees that all materially detract from the value of such property is being sold "as is" and without any warranties, express or implied, other than specified in this paragraph. Seller is not bound by any oral statements purported to have been made by any party.property; (di) No notice of any violation of zoning lawswith respect to Supplemental Closings, building, fire and other regulating laws, statutes, ordinances and regulations relating to the Branches have been received by the Seller and are currently outstanding and uncured. Nothing herein shall obligate Seller to perform any repairs or improvements required as a condition of obtaining a certificate of occupancy Liens given in connection with this sale. With respect property acquired or constructed after the Initial Closing Date, provided that such Liens attach only to the Branches, to its knowledge, the Seller is in compliance with all federal, state and local laws, rules and regulations relating to environmental protection such after-acquired property and the Seller has Debt secured by such Liens would not been notified then exceed the lesser of the total purchase price or fair market value of the property at the time of such acquisition; (j) Liens upon the assets of any person existing at the time such person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of its acquisition by the Company or a Restricted Subsidiary or its becoming a Restricted Subsidiary, provided that it is potentially liable, or is considered potentially liable, under such Liens do not spread to any other asset owned by the Comprehensive Environmental Response, Compensation and Liability Act of l980, as amended, Company or any similar state law. To its knowledgeRestricted Subsidiary; (k) Liens upon the assets or stock of the Company or any Restricted Subsidiary in favor of the Company and/or any other Restricted Subsidiary; (l) the extension, no disposalrenewal or replacement of any Lien permitted by the preceding clauses (a) through (k) in respect of the same property theretofore subject thereto or the extension, release renewal or discharge of hazardous or toxic substances, including petroleum and gas products, as any replacement of such terms may be defined under federal, state or local law, has occurred on, in, at or about any property (without increase of the facilities principal amount of the Branches. To Debt so secured); and (m) additional Liens, exclusive of the best Liens permitted by the preceding clauses (a) through (l) above, provided that the sum of Seller's knowledge and belief there are no action, suits or regulatory investigations pending or threatened against the Seller relating (i) Debt -------- secured by such additional Liens pursuant to environmental protection mattersthis clause (m) plus (ii) Restricted Subsidiary Debt pursuant to Section 8.7 shall not at any time ----------- exceed an amount equal to twenty percent (20%) of Consolidated Adjusted Net Worth.