Common use of Ownership of Property; Insurance Coverage Clause in Contracts

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB or such NPB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Innes Street and the Citizens Bank each NPB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Innes Street or such NPB SubsidiaryCitizens Bank in the conduct of their business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Innes Street Regulatory Reports and in the Innes Street Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, material liens, mortgages, security interests or pledges, except: or to the knowledge of Innes Street, encumbrances, except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Innes Street and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyCitizens Bank, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Innes Street and Citizens Bank in the conduct of their respective businesses business to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Financials. (b) With respect to all material agreements pursuant to which NPB Innes Street or any NPB Subsidiary Citizens Bank has purchased securities subject to an agreement to resell, if any, NPB Innes Street or such NPB Subsidiary Citizens Bank has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Innes Street and Citizens Bank each NPB Subsidiary maintain currently maintains insurance in amounts considered by NPB Innes Street to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary Innes Street has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three (3) years Innes Street has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB CMTY and each NPB CMTY Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB CMTY or such NPB CMTY Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB CMTY Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB CMTY Disclosure Schedule 4.08 4.09 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB CMTY and each NPB CMTY Subsidiary have the right under leases of material properties used by NPB CMTY or such NPB CMTY Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB CMTY or any NPB CMTY Subsidiary has purchased securities subject to an agreement to resell, if any, NPB CMTY or such NPB CMTY Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB CMTY and each NPB CMTY Subsidiary maintain insurance in amounts considered by NPB CMTY to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB CMTY nor any NPB CMTY Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB CMTY and each NPB CMTY Subsidiary maintain such fidelity bonds bonds, directors’ and officers’ liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.9.1. Regal Bancorp and each NPB Regal Bancorp Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Regal Bancorp or such NPB Subsidiaryeach Regal Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Regal Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrancesmaterial Liens, liens, mortgages, security interests or pledges, except: and except for (i) those items that secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Regal Bancorp Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith; (iii) liens for current taxes not yet due . Regal Bancorp and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyRegal Bancorp Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Regal Bancorp and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Regal Bancorp Financial Statements. (b) 4.9.2. With respect to all material agreements pursuant to which NPB Regal Bancorp or any NPB Regal Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Regal Bancorp or such NPB Subsidiary Regal Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Regal Bancorp’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.9.3. Regal Bancorp and each NPB Regal Bancorp Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Regal Bancorp nor any NPB Regal Bancorp Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Regal Bancorp or any Regal Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years Regal Bancorp and each NPB Regal Bancorp Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. REGAL BANCORP DISCLOSURE SCHEDULE 4.9.3 identifies all policies of insurance maintained by Regal Bancorp and errors and omissions insurance as may be customary or required under applicable laws or regulationseach Regal Bancorp Subsidiary.

Ownership of Property; Insurance Coverage. (a) NPB 5.9.1. Northwest Bancshares and each NPB Northwest Bancshares Subsidiary hashave good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Northwest Bancshares or such NPB Subsidiaryeach Northwest Bancshares Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Northwest Bancshares Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Pittsburgh, inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Northwest Bancshares and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyeach Northwest Bancshares Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Northwest Bancshares and the Northwest Bancshares Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.9.2. Northwest Bancshares and each NPB Northwest Bancshares Subsidiary currently maintain insurance in amounts considered by NPB Northwest Bancshares to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Northwest Bancshares nor any NPB Northwest Bancshares Subsidiary has received notice from any insurance carrier that: (i) that such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to . All such insurance will be substantially increased; except to is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years Northwest Bancshares and each NPB Northwest Bancshares Subsidiary maintain have received each type of insurance coverage for which they have applied and during such fidelity bonds and errors and omissions periods have not been denied indemnification for any material claims submitted under any of their insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB Except as disclosed in CNYF DISCLOSURE SCHEDULE 3.09, CNYF and each NPB Subsidiary hasthe CNYF Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB CNYF or such NPB Subsidiaryany CNYF Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB CNYF Regulatory Reports and in the CNYF Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to any Federal Home Loan Bank, inter-bank credit facilities, or any transaction by a CNYF Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article V. CNYF and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyCNYF Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of real and material personal properties used by NPB or such NPB Subsidiary CNYF and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such leased properties in all material respects as presently occupied and used by each of them. Except as disclosed in CNYF DISCLOSURE SCHEDULE 3.09(a), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the CNYF Financials. (b) With respect to all material agreements pursuant to which NPB CNYF or any NPB CNYF Subsidiary has purchased securities subject to an agreement to resell, if any, NPB CNYF or such NPB Subsidiary CNYF Subsidiary, as the case may be, has a lien or security interest (which to CNYF's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB CNYF and each NPB CNYF Subsidiary maintain currently maintains insurance in amounts considered by NPB CNYF to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that customarily maintained by other businesses similarly situatedengaged in a similar location, in accordance with good business practice. Neither NPB nor any NPB Subsidiary CNYF has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as disclosed in CNYF DISCLOSURE SCHEDULE 3.09(c), there are presently no material claims pending under such policies of insurance and no notices have been given by CNYF under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years CNYF has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB or such NPB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 3.08(a) or permitted under Article V IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 5.9.1 Except as set forth on BHB Disclosure Schedule 5.9.1, BHB and each NPB BHB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB BHB or such NPB BHB Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials BHB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHB Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . BHB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBHB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary BHB and the BHB Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the BHB Financial Statements. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.9.2 BHB and each NPB BHB Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB BHB nor any NPB Subsidiary BHB Subsidiary, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on BHB Disclosure Schedule 5.9.2, there are presently no claims pending under such policies of insurance and no notices of claim have been given by BHB or any BHB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years BHB and each NPB BHB Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHB Disclosure Schedule 5.9.2 identifies all policies of insurance maintained by BHB and errors each BHB Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 5.9.2. BHB has made available to Rome copies of all of the policies listed on BHB Disclosure Schedule 5.9.2.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. HNC and each NPB HNC Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB HNC or such NPB Subsidiaryeach HNC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials HNC Regulatory Reports and in the HNC Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an HNC Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements HNC Financial Statements. HNC and encumbrances, if anythe HNC Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary HNC and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.10.2. With respect to all material agreements pursuant to which NPB HNC or any NPB HNC Subsidiary has purchased securities subject to an agreement to resell, if any, NPB HNC or such NPB Subsidiary HNC Subsidiary, as the case may be, has a lien or security interest (which to HNC’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. HNC and each NPB HNC Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB HNC nor any NPB Subsidiary HNC Subsidiary, except as disclosed in HNC Disclosure Schedule 4.10.3, has received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by HNC or any HNC Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years HNC and each NPB HNC Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. HNC Disclosure Schedule 4.10.3 identifies all material policies of insurance maintained by HNC and errors and omissions insurance each HNC Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section.

Ownership of Property; Insurance Coverage. (a) NPB Roma Financial and each NPB Roma Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Roma Financial or such NPB Subsidiaryeach Roma Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Roma Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by any Roma Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements Roma Financial Statements. Roma Financial and encumbrances, if anythe Roma Financial Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Roma Financial and any Roma Subsidiary in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all material agreements pursuant to which NPB Roma Financial or any NPB Roma Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Roma Financial or such NPB Subsidiary Roma Subsidiary, as the case may be, has a lien or security interest (which to Roma Financial’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Roma Financial and each NPB Roma Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Roma Financial nor any NPB Subsidiary Roma Subsidiary, has received notice from any insurance carrier that: since December 31, 2009 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by Roma Financial or any Roma Subsidiary under such policies (other than with respect to the extent health or disability insurance). All such cancellationinsurance is valid and enforceable and in full force and effect, reductionand since December 31, elimination or increase would not have a Material Adverse Effect. (d) NPB 2009 Roma Financial and each NPB Roma Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB FLC and each NPB Subsidiary hasthe FLC Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB FLC or such NPB Subsidiaryany FLC Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB FLC Regulatory Reports and in the FLC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) liens for current taxes not yet due items permitted under Article IV, and payable; (iv) pledges to secure deposits and other liens incurred the items disclosed in the ordinary course of banking business; (v) such imperfections of title, easements FLC Disclosure Schedule. FLC and encumbrances, if anythe FLC Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary FLC and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Financials. (b) With respect to all agreements pursuant to which NPB FLC or any NPB FLC Subsidiary has purchased securities subject to an agreement to resell, if any, NPB FLC or such NPB Subsidiary FLC Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB FLC and each NPB Subsidiary the FLC Subsidiaries currently maintain insurance in amounts considered by NPB FLC to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB FLC nor any NPB FLC Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as set forth on the extent FLC Disclosure Schedule, there are presently no material claims pending under such cancellationpolicies of insurance and no notices have been given by FLC or First Lehigh Bank under such policies. All such insurance is valid and enforceable and in full force and effect, reduction, elimination or increase would and within the last ten years FLC has received each type of insurance coverage for which it has applied and during such periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB KNBT and each NPB KNBT Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB KNBT or such NPB KNBT Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB KNBT Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB KNBT Disclosure Schedule 4.08 3.09(a)(i) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payablepayable except as described in KNBT Disclosure Schedule 3.09(a)(iii); (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB KNBT and each NPB KNBT Subsidiary have the right under leases of material properties used by NPB KNBT or such NPB KNBT Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB KNBT or any NPB KNBT Subsidiary has purchased securities subject to an agreement to resell, if any, NPB KNBT or such NPB KNBT Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse EffectEffect on KNBT. (c) NPB KNBT and each NPB KNBT Subsidiary maintain insurance in amounts considered by NPB KNBT to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB KNBT nor any NPB KNBT Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB KNBT and each NPB KNBT Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each NPB BHLB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB BHLB or such NPB BHLB Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials BHLB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . BHLB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBHLB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary BHLB and the BHLB Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which NPB BHLB or any NPB BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB BHLB or such NPB Subsidiary BHLB Subsidiary, as the case may be, has a lien or security interest (which to BHLB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.9.3 BHLB and each NPB BHLB Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB BHLB nor any NPB Subsidiary BHLB Subsidiary, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on BHLB Disclosure Schedule 5.9.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years BHLB and each NPB BHLB Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and errors each BHLB Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 5.9.3. BHLB has made available to Legacy copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) NPB ACNB and each NPB Subsidiary of the ACNB Subsidiaries has, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB ACNB or such NPB Subsidiaryany ACNB Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB ACNB Regulatory Reports and in the ACNB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a ACNB Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the ACNB Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due , and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements the items disclosed in ACNB Disclosure Schedule 3.10 (collectively the “ACNB Permitted Encumbrances”). ACNB and encumbrances, if anythe ACNB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary ACNB and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in ACNB Disclosure Schedule 3.10, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the ACNB Financials. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, ACNB and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary ACNB Subsidiaries currently maintain insurance in amounts considered by NPB ACNB to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB ACNB nor any NPB ACNB Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to the extent . There are presently no material claims pending under such cancellation, reduction, elimination policies of insurance and no notices have been given by ACNB or increase would not have a Material Adverse Effectany ACNB Subsidiary under such policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary has4.10.1 FENB has good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB or such NPB SubsidiaryFENB in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials FENB Regulatory Filings and in the Financial Statements of FENB or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 public or permitted under Article V hereof; statutory obligations or any discount with, borrowing from or other obligations to the FHLB or FRB, inter-bank credit facilities, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course Financial Statements of banking business; (v) such imperfections of title, easements and encumbrances, if anyFENB. FENB, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary FENB in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Financial Statements of FENB. (b) 4.10.2 With respect to all material agreements pursuant to which NPB or any NPB Subsidiary FENB has purchased securities subject to an agreement to resell, if any, NPB FENB, has a lien or such NPB Subsidiary has security interest (which to the Knowledge of FENB is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3 FENB currently maintains insurance with reputable insurers against such risks and each NPB Subsidiary maintain insurance in such amounts considered as constitute reasonably adequate coverage against all risks customarily insured against by NPB banking institutions of comparable size and operations to be reasonable for their respective operationsFENB. Except as disclosed in FENB Disclosure Schedule 4.10.3, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary FENB has not received notice from any insurance carrier that: during the past three years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices of claims have been given by FENB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FENB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. FENB Disclosure Schedule 4.10.3 identifies all material policies of insurance maintained by FENB as well as the other matters required to the extent be disclosed under this Section 4.10.3 and specifies policy type, whether such cancellationpolicy is claims-made, reductionpolicy numbers, elimination applicable deductible levels, policy periods, available limits of coverage and other pertinent policy information. There are no claims for coverage by FENB pending under any of such policies and, since January 1, 2011, no claims been questioned, denied, or increase would not have a Material Adverse Effectdisputed. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB or such NPB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 4.09 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse EffectEffect on NPB. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB FNB and each NPB FNB Subsidiary has, and or will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB FNB or such NPB FNB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB FNB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those Those items that secure liabilities for borrowed money and that are described in NPB FNB Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory Statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens Liens for current taxes not yet due and payable; (iv) pledges Pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such The imperfections of title, easements and encumbrances, if any, as are not material in character, amount amount, or extent; and; (vi) dispositions Dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB FNB and each NPB FNB Subsidiary have the right under leases of material properties used by NPB FNB or such NPB FNB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them; and (vii) As reflected as a liability in the FNB Financials or the footnotes thereto. (b) With respect to all agreements pursuant to which NPB FNB or any NPB FNB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB FNB or such NPB FNB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB FNB and each NPB FNB Subsidiary maintain insurance in amounts considered by NPB FNB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB FNB nor any NPB FNB Subsidiary has received notice from any insurance carrier that: (i) such The insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium Premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB FNB and each NPB FNB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. LNB Bancorp and each NPB LNB Bancorp Subsidiary hashave good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB LNB Bancorp or such NPB Subsidiaryeach LNB Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials LNB Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Cincinnati, inter-bank credit facilities, reverse repurchase agreements or any transaction by LNB Bancorp or an LNB Bancorp Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . LNB Bancorp and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyeach LNB Bancorp Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary LNB Bancorp and the LNB Bancorp Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.10.2. With respect to all material agreements pursuant to which NPB LNB Bancorp or any NPB LNB Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, NPB LNB Bancorp or such NPB Subsidiary LNB Bancorp Subsidiary, as the case may be, has a lien or security interest (which to LNB Bancorp’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. LNB Bancorp and each NPB LNB Bancorp Subsidiary currently maintain insurance in amounts considered by NPB LNB Bancorp to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB LNB Bancorp nor any NPB LNB Bancorp Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by LNB Bancorp or any LNB Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years LNB Bancorp and each NPB LNB Bancorp Subsidiary maintain have received each type of insurance coverage for which they have applied and during such fidelity bonds periods have not been denied indemnification for any material claims submitted under any of their insurance policies. LNB Bancorp Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by LNB Bancorp and errors and omissions insurance each LNB Bancorp Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3.

Ownership of Property; Insurance Coverage.  (a) NPB MNB and each NPB Subsidiary of the MNB Subsidiaries has, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB MNB or such NPB Subsidiaryany MNB Subsidiary in the conduct of their businesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB MNB Regulatory Reports and in the MNB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a MNB Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the MNB Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due , and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements the items disclosed in MNB Disclosure Schedule 2.11. MNB and encumbrances, if anythe MNB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary MNB and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them.. Except as disclosed in MNB Disclosure Schedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease 27  (b) With respect to all agreements pursuant to which NPB MNB or any NPB MNB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB MNB or such NPB Subsidiary MNB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.  (c) A true and complete copy of each agreement pursuant to which MNB or any of the MNB Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered or made available to Fidelity and all such leases are listed on MNB Disclosure Schedule 2.11(c). Assuming due authorization, execution and delivery by each Party thereto other than MNB or an MNB Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by MNB or any of the MNB Subsidiaries or, to the extent that Knowledge of MNB, any failure to obtain party thereto, or any event which with notice of lapse of time or both would constitute such a lien default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in MNB Disclosure Schedule 2.06 have been obtained or maintain made, except for any such collateral default which would not, individually or in the aggregate, have a Material Adverse Effect.Effect on MNB.  (cd) NPB The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which MNB and the MNB Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on MNB.  (e) A true and complete copy of each NPB Subsidiary agreement pursuant to which MNB or any of the MNB Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to Fidelity. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of MNB, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on MNB.  (f) MNB and the MNB Subsidiaries currently maintain insurance in amounts considered by NPB MNB to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.28

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. ABNJ and each NPB ABNJ Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB ABNJ or such NPB Subsidiaryeach ABNJ Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials ABNJ Regulatory Reports and in the ABNJ Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an ABNJ Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements ABNJ Financial Statements. ABNJ and encumbrances, if anythe ABNJ Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary ABNJ and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the ABNJ Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which NPB ABNJ or any NPB ABNJ Subsidiary has purchased securities subject to an agreement to resell, if any, NPB ABNJ or such NPB Subsidiary ABNJ Subsidiary, as the case may be, has a lien or security interest (which to ABNJ’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. ABNJ and each NPB ABNJ Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB ABNJ nor any NPB Subsidiary ABNJ Subsidiary, except as disclosed in ABNJ DISCLOSURE SCHEDULE 4.10.3(a), has received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by ABNJ or any ABNJ Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years ABNJ and each NPB ABNJ Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. ABNJ DISCLOSURE SCHEDULE 4.10.3(b) identifies all material policies of insurance maintained by ABNJ and errors and omissions insurance each ABNJ Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. Synergy and each NPB Synergy Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Synergy or such NPB Subsidiaryeach Synergy Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Synergy Regulatory Reports and in the Synergy Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Synergy Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) those reflected in the notes to the Synergy Financial Statements, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Synergy and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anySynergy Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Synergy and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Synergy Financial Statements. (b) 4.10.2. With respect to all agreements pursuant to which NPB Synergy or any NPB Synergy Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Synergy or such NPB Subsidiary Synergy Subsidiary, as the case may be, has a lien or security interest (which to Synergy’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. Synergy and each NPB Synergy Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Synergy nor any NPB Synergy Subsidiary has received notice from any current insurance carrier that: : (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.10.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Synergy or any Synergy Subsidiary under such policies. Within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years Synergy and each NPB Synergy Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SYNERGY DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Synergy and errors and omissions insurance each Synergy Subsidiary (other than those providing for employee or director welfare or similar benefits) as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section.

Ownership of Property; Insurance Coverage. (a) NPB 4.9.1. Premier and each NPB Premier Subsidiary hashave good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Premier or such NPB Subsidiaryeach Premier Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Premier Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Dallas, inter-bank credit facilities, reverse repurchase agreements or any transaction by Premier or a Premier Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Premier and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyeach Premier Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Premier and the Premier Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.9.2. With respect to all material agreements pursuant to which NPB Premier or any NPB Premier Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Premier or such NPB Subsidiary Premier Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.9.3. Premier and each NPB Premier Subsidiary currently maintain insurance in amounts considered by NPB Premier to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Premier nor any NPB Premier Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Premier or any Premier Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last five years Premier and each NPB Premier Subsidiary maintain have received each type of insurance coverage for which they have applied and during such fidelity bonds periods have not been denied indemnification for any material claims submitted under any of their insurance policies. Premier Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Premier and errors and omissions insurance each Premier Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.9.3.

Ownership of Property; Insurance Coverage. (a) NPB Heritage and each NPB Subsidiary hasthe Heritage Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Heritage or such NPB Subsidiaryany Heritage Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Heritage Regulatory Reports and in the Heritage Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; money, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; faith and (iii) liens for current taxes not yet due items permitted under Article IV. Heritage and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyHeritage Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Heritage and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Heritage Financials. (b) With respect to all agreements pursuant to which NPB Heritage or any NPB Heritage Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Heritage or such NPB Subsidiary Heritage Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Heritage and each NPB Subsidiary the Heritage Subsidiaries currently maintain insurance in amounts considered by NPB Heritage to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB Heritage nor any NPB Heritage Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Heritage or Heritage National Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years Heritage has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB VIST and each NPB VIST Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title marketable Title to all material assets and properties owned by NPB VIST or such NPB Subsidiaryeach VIST Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials VIST Regulatory Reports and in the VIST Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an VIST Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements VIST Financial Statements. VIST and encumbrances, if anythe VIST Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary VIST and VIST Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all material agreements pursuant to which NPB VIST or any NPB VIST Subsidiary has purchased securities subject to an agreement to resell, if any, NPB VIST or such NPB Subsidiary VIST Subsidiary, as the case may be, has a lien or security interest (which to VIST’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB VIST and each NPB VIST Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB VIST nor any NPB VIST Subsidiary has received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by VIST or any VIST Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years VIST and each NPB VIST Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. VIST Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by VIST and errors and omissions insurance each VIST Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.9(c).

Ownership of Property; Insurance Coverage. (a) NPB ▇▇▇▇▇▇ and each NPB ▇▇▇▇▇▇ Subsidiary has, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB ▇▇▇▇▇▇ or such NPB Subsidiary▇▇▇▇▇▇ Subsidiary in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB ▇▇▇▇▇▇ Regulatory Reports and in the ▇▇▇▇▇▇ Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; faith and (iiiii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyitems permitted under Article IV. ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary it in the conduct of their respective businesses its business to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the ▇▇▇▇▇▇ Financials. (b) With respect to all agreements pursuant to which NPB ▇▇▇▇▇▇ or any NPB ▇▇▇▇▇▇ Subsidiary has purchased securities subject to an agreement to resell, if any, NPB ▇▇▇▇▇▇ or such NPB Subsidiary ▇▇▇▇▇▇ Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB ▇▇▇▇▇▇ and each NPB Subsidiary the ▇▇▇▇▇▇ Subsidiaries currently maintain insurance in amounts considered by NPB ▇▇▇▇▇▇ to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB ▇▇▇▇▇▇ nor any NPB ▇▇▇▇▇▇ Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially materially increased; except to . Except as disclosed on ▇▇▇▇▇▇ Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary under such policies during the extent past two years. All such cancellationinsurance is valid and enforceable and in full force and effect, reduction, elimination or increase would and within the last three years ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of their insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Except as disclosed in PFC DISCLOSURE SCHEDULE 3.09, PFC and each NPB Subsidiary hasthe PFC Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB PFC or such NPB Subsidiaryany PFC Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB PFC Regulatory Reports and in the PFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of New York, inter-bank credit facilities, or any transaction by a PFC Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article V. PFC and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyPFC Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary PFC and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in PFC DISCLOSURE SCHEDULE 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the PFC Financials. (b) With respect to all material agreements pursuant to which NPB PFC or any NPB PFC Subsidiary has purchased securities subject to an agreement to resell, if any, NPB PFC or such NPB Subsidiary PFC Subsidiary, as the case may be, has a lien or security interest (which to PFC's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB PFC and each NPB PFC Subsidiary maintain currently maintains insurance in amounts considered by NPB PFC to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedaccordance with good business practice. Neither NPB nor any NPB Subsidiary PFC has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by PFC under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years PFC has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 5.10.1 CUNB and each NPB Subsidiary hasCUB have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB CUNB or such NPB Subsidiaryeach Subsidiary of CUNB in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials CUNB SEC Documents or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB or Federal Reserve Bank, inter-bank credit facilities, or any transaction by a Subsidiary of CUNB acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; ; (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course CUNB SEC Documents. CUNB and the Subsidiaries of banking business; (v) such imperfections of title, easements and encumbrances, if anyCUNB, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary CUNB and CUB in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUNB. (b) 5.10.2 With respect to all material agreements pursuant to which NPB CUNB or any NPB Subsidiary CUB has purchased securities subject to an agreement to resell, if any, NPB CUNB or such NPB Subsidiary of CUNB, as the case may be, has a lien or security interest (which to CUNB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.10.3 CUNB currently maintains insurance with reputable insurers against such risks and each NPB Subsidiary maintain insurance in such amounts considered as constitute reasonably adequate coverage against all risks customarily insured against by NPB banking institutions of comparable size and operations to be reasonable for their respective operationsCUNB. Except as disclosed in CUNB Disclosure Schedule 5.10.3, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary CUNB has not received notice from any insurance carrier that: during the past three years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices of claims have been given by CUNB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUNB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUNB Disclosure Schedule 5.10.3 identifies all material policies of insurance maintained by CUNB as well as the other matters required to the extent be disclosed under this 5.9.3 and specifies policy type, whether such cancellationpolicy is claims-made, reductionpolicy numbers, elimination applicable deductible levels, policy periods, available limits of coverage and other pertinent policy information. There are no claims for coverage by CUNB pending under any of such policies and, since January 1, 2011, no claims been questioned, denied, or increase would not have a Material Adverse Effectdisputed. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. Cheviot Financial and each NPB Cheviot Financial Subsidiary hashave good and marketable title (and, and will have as to property acquired after the date hereof, good, and as to for real property, marketablein fee simple absolute, title including, without limitation, all real property used as bank premises and all other real estate owned) to all material assets and properties owned by NPB Cheviot Financial or such NPB Subsidiaryeach Cheviot Financial Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials most recent Cheviot Financial Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsCheviot Financial Financial Statements), subject to no material encumbrances, liens, restrictions, options, charges, mortgages, security interests or interests, pledges, except: land or conditional sales contracts, claims, or rights of third parties, except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Cincinnati, inter-bank credit facilities, reverse repurchase agreements or any transaction by Cheviot Financial or a Cheviot Financial Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due faith and payable; (iv) pledges to secure deposits and other liens incurred that Cheviot Financial or a Cheviot Financial Subsidiary are in the ordinary course process of banking business; (v) such imperfections of title, easements establishing or obtaining with respect to Other Real Estate Owned. Cheviot Financial and encumbrances, if anyeach Cheviot Financial Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Cheviot Financial and the Cheviot Financial Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. All real property owned, or to the Knowledge of Cheviot Financial leased, by Cheviot Financial or any Cheviot Financial Subsidiary is in compliance in all material respects with all applicable zoning and land use laws. To Cheviot Financial’s Knowledge, all real property, machinery, equipment, furniture and fixtures owned or leased by Cheviot Financial or any Cheviot Financial Subsidiary that is material to their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the ordinary condition of business. (b) 4.10.2. With respect to all material agreements pursuant to which NPB Cheviot Financial or any NPB Cheviot Financial Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Cheviot Financial or such NPB Subsidiary Cheviot Financial Subsidiary, as the case may be, has a lien or security interest (which is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. 4.10.3. Cheviot Financial has provided MainSource with a true, accurate and complete copy of all policies of insurance (cincluding, without limitation, bankers’ blanket bond, directors’ and officers’ liability insurance, property and casualty insurance, group health or hospitalization insurance and insurance providing benefits for employees) NPB owned or held by Cheviot Financial or any Cheviot Financial Subsidiary on the date hereof or with respect to which Cheviot Financial or any Cheviot Financial Subsidiary pays any premiums. Each such policy is in full force and effect and all premiums due thereon have been paid when due. Cheviot Financial and each NPB Cheviot Financial Subsidiary maintain insurance in amounts considered by NPB Cheviot Financial in good faith to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Cheviot Financial nor any NPB Cheviot Financial Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as set forth in Cheviot Financial Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Cheviot Financial or any Cheviot Financial Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years Cheviot Financial and each NPB Cheviot Financial Subsidiary maintain have received each type of insurance coverage for which they have applied and during such fidelity bonds periods have not been denied indemnification for any material claims submitted under any of their insurance policies. Cheviot Financial Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Cheviot Financial and errors and omissions insurance each Cheviot Financial Subsidiary as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1 BSFI and each NPB BSFI Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB BSFI or such NPB each BSFI Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials BSFI Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a BSFI Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . BSFI and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBSFI Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary BSFI and the BSFI Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the BSFI Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which NPB BSFI or any NPB BSFI Subsidiary has purchased securities subject to an agreement to resell, if any, NPB BSFI or such NPB Subsidiary BSFI Subsidiary, as the case may be, has a lien or security interest (which to BSFI’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3 BSFI and each NPB BSFI Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB BSFI nor any NPB Subsidiary BSFI Subsidiary, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on BSFI Disclosure Schedule 4.10.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by BSFI or any BSFI Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years BSFI and each NPB BSFI Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. BSFI Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by BSFI and errors each BSFI Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3. BSFI has made available to AFC copies of all of the policies listed on BSFI Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1 Beacon Federal and each NPB Beacon Federal Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Beacon Federal or such NPB Beacon Federal Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials Beacon Federal Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Beacon Federal Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Beacon Federal and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBeacon Federal Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Beacon Federal and the Beacon Federal Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Beacon Federal Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which NPB Beacon Federal or any NPB Beacon Federal Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Beacon Federal or such NPB Subsidiary Beacon Federal Subsidiary, as the case may be, has a lien or security interest (which to Beacon Federal’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3 Beacon Federal and each NPB Beacon Federal Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Beacon Federal nor any NPB Beacon Federal Subsidiary has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on Beacon Federal Disclosure Schedule 4.10.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by Beacon Federal or any Beacon Federal Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years Beacon Federal and each NPB Beacon Federal Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. Beacon Federal Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Beacon Federal and errors each Beacon Federal Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3. Beacon Federal has made available to BHLB copies of all of the policies listed on Beacon Federal Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB PFI and each NPB PFI Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB PFI or such NPB PFI Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB PFI Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB PFI Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB PFI and each NPB PFI Subsidiary have the right under leases of material properties used by NPB PFI or such NPB PFI Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB PFI or any NPB PFI Subsidiary has purchased securities subject to an agreement to resell, if any, NPB PFI or such NPB PFI Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB PFI and each NPB PFI Subsidiary maintain insurance in amounts considered by NPB PFI to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB PFI nor any NPB PFI Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB PFI and each NPB PFI Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB NFC and each NPB NFC Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB NFC or such NPB NFC Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB NFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB NFC Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB NFC and each NPB NFC Subsidiary have the right under leases of material properties used by NPB NFC or such NPB NFC Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB NFC or any NPB NFC Subsidiary has purchased securities subject to an agreement to resell, if any, NPB NFC or such NPB NFC Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB NFC and each NPB NFC Subsidiary maintain insurance in amounts considered by NPB NFC to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB NFC nor any NPB NFC Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB NFC and each NPB NFC Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB TF Financial and each NPB TF Financial Subsidiary has, and will have as to property acquired after the date hereof, has good, and as to real property, marketable, title to all material assets and properties owned by NPB TF Financial or such NPB TF Financial Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Financials TF Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB Section 3.9(a) of the TF Financial Disclosure Schedule 4.08 or permitted under Article V 5 hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB TF Financial and each NPB TF Financial Subsidiary have the right under leases of material properties used by NPB TF Financial or such NPB TF Financial Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB TF Financial or any NPB TF Financial Subsidiary has purchased securities subject to an agreement to resell, if any, NPB TF Financial or such NPB TF Financial Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB TF Financial and each NPB TF Financial Subsidiary maintain insurance in amounts considered by NPB TF Financial to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB TF Financial nor any NPB TF Financial Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB TF Financial and each NPB TF Financial Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary for similarly-sized institutions or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Target and each NPB Target Subsidiary has, has good and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Target or such NPB Target Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Target Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB on Seller Disclosure Schedule 4.08 or permitted under Article V hereof2.07(a); (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB Target and each NPB Target Subsidiary have the right under leases of material properties used by NPB Target or such NPB Target Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB Target or any NPB Target Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Target or such NPB Target Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Target, or Seller on behalf of Target, and each NPB Target Subsidiary maintain maintains insurance in amounts considered by NPB Seller and Target to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor None of Seller, Target or any NPB Target Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB Target, or Seller on behalf of Target, and each NPB Target Subsidiary maintain maintains such fidelity bonds bonds, director and officer liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulations. Other than as set forth on Seller Disclosure Schedule 2.07(d), there are no pending claims under any such policy and to the Knowledge of Seller, there are no facts that could reasonably be expected to give rise to such a claim.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1 Legacy and each NPB Legacy Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Legacy or such NPB Legacy Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials Legacy Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Legacy Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Legacy and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyLegacy Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Legacy and the Legacy Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Legacy Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which NPB Legacy or any NPB Legacy Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Legacy or such NPB Subsidiary Legacy Subsidiary, as the case may be, has a lien or security interest (which to Legacy’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3 Legacy and each NPB Legacy Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Legacy nor any NPB Subsidiary Legacy Subsidiary, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on Legacy Disclosure Schedule 4.10.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by Legacy or any Legacy Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years Legacy and each NPB Legacy Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. Legacy Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Legacy and errors each Legacy Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3. Legacy has made available to BHLB copies of all of the policies listed on Legacy Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB PSB and each NPB Subsidiary hasthe PSB Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB PSB or such NPB Subsidiaryany PSB Subsidiary in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB PSB Regulatory Reports and in the PSB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money and that are described in NPB the PSB Disclosure Schedule 4.08 or permitted under Article V hereof; IV hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . PSB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyPSB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary PSB and the PSB Subsidiaries in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all agreements pursuant to which NPB PSB or any NPB PSB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB PSB or such NPB Subsidiary PSB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB PSB and each NPB Subsidiary the PSB Subsidiaries currently maintain insurance in amounts considered by NPB PSB to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB PSB nor any NPB PSB Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or eliminated or (ii) premium costs with respect to such insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by PSB or any PSB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years PSB has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB WHG and each NPB Subsidiary hasthe WHG Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB WHG or such NPB Subsidiaryany WHG Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB WHG Regulatory Reports and in the WHG Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Atlanta, inter-bank credit facilities, or any transaction by a WHG Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article V. WHG and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyWHG Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary WHG and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in WHG DISCLOSURE SCHEDULE 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the WHG Financials. (b) With respect to all material agreements pursuant to which NPB WHG or any NPB WHG Subsidiary has purchased securities subject to an agreement to resell, if any, NPB WHG or such NPB Subsidiary WHG Subsidiary, as the case may be, has a lien or security interest (which to WHG `s knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB WHG and each NPB WHG Subsidiary maintain currently maintains insurance in amounts considered by NPB WHG to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedaccordance with good business practice. Neither NPB nor any NPB Subsidiary WHG has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by WHG or any WHG Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years WHG and each NPB WHG Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB First Essex and each NPB Subsidiary hasthe First Essex Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB First Essex or such NPB Subsidiaryany First Essex Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB First Essex Regulatory Reports and in the First Essex Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; faith and (iii) liens for current taxes not yet due items permitted under Article IV. First Essex and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyFirst Essex Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary First Essex and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the First Essex Financials. (b) With respect to all agreements pursuant to which NPB First Essex or any NPB First Essex Subsidiary has purchased securities subject to an agreement to resell, if any, NPB First Essex or such NPB Subsidiary First Essex Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB First Essex and each NPB Subsidiary the First Essex Subsidiaries currently maintain insurance in amounts considered by NPB First Essex to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB First Essex nor any NPB First Essex Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by First Essex or First Essex Bank under such policies during the past two (2) years with respect to any potential material claims. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years First Essex and First Essex Bank have received each type of insurance coverage for which they have applied and during such cancellation, reduction, elimination or increase would periods have not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of their insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. A list of all real property owned or leased by VSB Bancorp or any VSB Bancorp Subsidiary is set forth in DISCLOSURE SCHEDULE 4.10.1. VSB Bancorp and each NPB VSB Bancorp Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB VSB Bancorp or such NPB Subsidiaryeach VSB Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets statements of financial condition contained in the NPB Financials most recent VSB Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsstatements of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by VSB Bancorp or a VSB Bancorp Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or that are described being contested in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; good faith, and (iiiii) statutory liens for amounts not yet delinquent or which that are being contested in good faith; (iii) liens for current taxes not yet due . VSB Bancorp and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyVSB Bancorp Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary VSB Bancorp and the VSB Bancorp Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. All real property owned or leased by VSB Bancorp or any of its Subsidiaries are in a good state of maintenance and repair (normal wear and tear expected), conforms in all material respects with all applicable ordinances, regulations and zoning laws and are considered by VSB Bancorp to be adequate for the current business of VSB Bancorp and its Subsidiaries. To the knowledge of VSB Bancorp, none of the buildings, structures or other improvements located on any real property owned or leased by VSB Bancorp or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (b) 4.10.2. With respect to all material agreements pursuant to which NPB VSB Bancorp or any NPB VSB Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, NPB VSB Bancorp or such NPB Subsidiary VSB Bancorp Subsidiary, as the case may be, has a lien or security interest (which to the Knowledge of VSB Bancorp is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. VSB Bancorp and each NPB VSB Bancorp Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB VSB Bancorp nor any NPB VSB Bancorp Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by VSB Bancorp or any VSB Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellationlast three years, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB VSB Bancorp and each NPB VSB Bancorp Subsidiary maintain have received each type of insurance coverage for which they have applied and during such fidelity bonds periods have not been denied indemnification for any material claims submitted under any of its insurance policies. VSB Bancorp DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by VSB Bancorp and errors each VSB Bancorp Subsidiary (including the name of the insurance company and omissions insurance agent, the nature of the coverage, the policy limit, the annual premiums and the expiration date) as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB Except as disclosed in SWB Disclosure Schedule 3.09, SWB and each NPB Subsidiary hasthe SWB Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB SWB or such NPB Subsidiaryany SWB Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB SWB Regulatory Reports and in the SWB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to any Federal Reserve Bank or any Federal Home Loan Bank, inter-bank credit facilities, or any transaction by a SWB Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article IV. SWB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anySWB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary SWB and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in SWB Disclosure Schedule 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the SWB Financials. (b) With respect to all material agreements pursuant to which NPB SWB or any NPB SWB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB SWB or such NPB Subsidiary SWB Subsidiary, as the case may be, has a lien or security interest (which to SWB's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB SWB and each NPB SWB Subsidiary maintain currently maintains insurance in amounts considered by NPB SWB to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that customarily maintained by other businesses similarly situatedengaged in a similar location, in accordance with good business practice. Neither NPB nor any NPB Subsidiary SWB has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by SWB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years SWB has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB CIB and each NPB CIB Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB CIB or such NPB CIB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB CIB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB CIB Disclosure Schedule 4.08 2.09(a) or permitted under Article V IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB CIB and each NPB CIB Subsidiary have the right under leases of material properties used by NPB CIB or such NPB CIB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB CIB or any NPB CIB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB CIB or such NPB CIB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB CIB and each NPB CIB Subsidiary maintain insurance in amounts considered by NPB CIB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB CIB nor any NPB CIB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB CIB and each NPB CIB Subsidiary maintain maintains such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each NPB BHLB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB BHLB or such NPB BHLB Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials BHLB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . BHLB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBHLB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary BHLB and the BHLB Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which NPB BHLB or any NPB BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB BHLB or such NPB Subsidiary BHLB Subsidiary, as the case may be, has a lien or security interest (which to BHLB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.9.3 BHLB and each NPB BHLB Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB BHLB nor any NPB BHLB Subsidiary has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on BHLB Disclosure Schedule 5.9.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years BHLB and each NPB BHLB Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and errors each BHLB Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 5.9.3. BHLB has made available to Beacon Federal copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary JADE has, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB or such NPB SubsidiaryJADE in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB JADE Regulatory Reports and in the JADE Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money and that are described in NPB the JADE Disclosure Schedule 4.08 or permitted under Article V hereof; IV hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any. JADE, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary JADE in the conduct of their respective its businesses to occupy and or use all such properties in all material respects as presently occupied and used by themit. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary JADE has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary JADE has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain JADE currently maintains insurance in amounts considered by NPB JADE to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB nor any NPB Subsidiary JADE has not received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or eliminated or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by JADE under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years JADE has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.9.1. SBBX and each NPB SBBX Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB SBBX or such NPB Subsidiaryany SBBX Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials SBBX Regulatory Reports and in the SBBX Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by SBBX acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements SBBX Financial Statements. SBBX and encumbrances, if anyeach SBBX Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and existing leases of material real and personal properties used by NPB SBBX or such NPB SBBX Subsidiary in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.9.2. With respect to all material agreements pursuant to which NPB SBBX or any NPB SBBX Subsidiary has purchased securities subject to an agreement to resell, if any, NPB SBBX or such NPB any SBBX Subsidiary has a lien or security interest (which to SBBX’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.9.3. SBBX and each NPB SBBX Subsidiary maintain insurance are insured with reputable insurers against such risks and in such amounts considered by NPB that management of SBBX reasonably determined to be reasonable for their respective operationsprudent, sufficient and consistent with industry practice, and such insurance is similar SBBX and each SBBX Subsidiary are in scope and coverage compliance in all material respects to that maintained by other businesses similarly situatedwith their insurance policies. Neither NPB Except as disclosed in SBBX Disclosure Schedule 4.9.3, neither SBBX nor any NPB SBBX Subsidiary has received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially materially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by SBBX or any SBBX Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years SBBX and each NPB SBBX Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SBBX Disclosure Schedule 4.9.3 identifies all material policies of insurance maintained by SBBX and errors and omissions insurance as may be customary or required under applicable laws or regulationsthe SBBX Subsidiaries.

Ownership of Property; Insurance Coverage. (a) NPB Tower and each NPB Subsidiary hasthe Tower Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Tower or such NPB Subsidiaryany Tower Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Tower Regulatory Reports and in the Tower Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) liens for current taxes not yet due items permitted under Article IV, and payable; (iv) pledges to secure deposits and other liens incurred the items disclosed in the ordinary course of banking business; (v) such imperfections of title, easements Tower Disclosure Schedule. Tower and encumbrances, if anythe Tower Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Tower and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in the Tower Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Tower Financials. (b) With respect to all agreements pursuant to which NPB Tower or any NPB Tower Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Tower or such NPB Subsidiary Tower Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Tower and each NPB Subsidiary the Tower Subsidiaries currently maintain insurance in amounts considered by NPB Tower to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB Tower nor any NPB Tower Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as set forth on the extent Tower Disclosure Schedule, there are presently no material claims pending under such cancellationpolicies of insurance and no notices have been given by Tower or Greencastle under such policies. All such insurance is valid and enforceable and in full force and effect, reduction, elimination or increase would and within the last ten years Tower has received each type of insurance coverage for which it has applied and during such periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB PRFS and each NPB PRFS Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB PRFS or such NPB PRFS Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB PRFS Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB PRFS Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB PRFS and each NPB PRFS Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary them in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB PRFS or any NPB PRFS Subsidiary has purchased securities subject to an agreement to resell, if any, NPB PRFS or such NPB PRFS Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB PRFS and each NPB PRFS Subsidiary maintain insurance in amounts considered by NPB PRFS to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB PRFS nor any NPB PRFS Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB PRFS and each NPB PRFS Subsidiary maintain such fidelity bonds bonds, directors’ and officers’ liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB East Penn Financial and each NPB Subsidiary has, and or will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned or represented as owned by NPB East Penn Financial or such NPB Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Financials East Penn Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course Ordinary Course of businessBusiness, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledgesEncumbrances, except: (i) those Those items that secure liabilities for borrowed money and that are described in NPB East Penn Financial Disclosure Schedule 4.08 3.9(a) or permitted under Article V hereof; (ii) statutory Statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens Liens for current taxes not yet due and payable; (iv) pledges Pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such The imperfections of title, easements and encumbrancesEncumbrances, if any, as are not material in character, amount or extent; and; (vi) dispositions Dispositions and encumbrances Encumbrances for adequate consideration in the ordinary course Ordinary Course of businessBusiness. NPB East Penn Financial and each NPB Subsidiary have the right under leases of material properties used by NPB East Penn Financial or such NPB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them; and (vii) As reflected as a liability in East Penn Financial Statements or the footnotes thereto. (b) With respect to all agreements pursuant to which NPB East Penn Financial or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB East Penn Financial or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB East Penn Financial and each NPB Subsidiary maintain insurance in amounts considered by NPB East Penn Financial to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB East Penn Financial nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such The insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium Premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB East Penn Financial and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. CNB and each NPB CNB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB CNB or such NPB Subsidiaryeach CNB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets sheet contained in the NPB Financials most recent CNB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetssheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a CNB Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . CNB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyCNB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary CNB and the CNB Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the CNB Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which NPB CNB or any NPB CNB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB CNB or such NPB Subsidiary CNB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. CNB and each NPB CNB Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB CNB nor any NPB Subsidiary CNB Subsidiary, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by CNB or any CNB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years CNB and each NPB CNB Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies. CNB Disclosure Schedule 4.

Ownership of Property; Insurance Coverage. (a) NPB 5.9.1 Except as set forth on P▇▇▇▇ Disclosure Schedule 5.9.1, P▇▇▇▇ Bankshares and each NPB P▇▇▇▇ Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB P▇▇▇▇ Bankshares or such NPB P▇▇▇▇ Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials P▇▇▇▇ Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an P▇▇▇▇ Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . P▇▇▇▇ Bankshares and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyP▇▇▇▇ Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary P▇▇▇▇ Bankshares and the P▇▇▇▇ Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the P▇▇▇▇ Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which NPB P▇▇▇▇ Bankshares or any NPB P▇▇▇▇ Subsidiary has purchased securities subject to an agreement to resell, if any, NPB P▇▇▇▇ Bankshares or such NPB Subsidiary P▇▇▇▇ Subsidiary, as the case may be, has a lien or security interest (which to P▇▇▇▇ Bankshares’ Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 5.8.1. Parent and each NPB Parent Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Parent or such NPB Subsidiaryeach Parent Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Parent Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (ia) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Parent Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (iib) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iiic) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (ivd) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements Parent Financial Statements. Parent and encumbrances, if anythe Parent Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and enforceable leases of material real and personal properties used by NPB or such NPB Subsidiary Parent and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Neither Parent nor any Parent Subsidiary is in default under any lease for any real or personal property to which either Parent or any Parent Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.8.2. Parent and each NPB Parent Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, . Parent and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary Parent Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years Parent and each Parent Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. 5.8.3. All real property owned by Parent or a Parent Subsidiary is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of Parent, threatened condemnation proceedings against such real property. Parent and the applicable Parent Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970.

Ownership of Property; Insurance Coverage. (a) NPB Leesport and each NPB Subsidiary hasthe Leesport Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Leesport or such NPB Subsidiaryany Leesport Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Leesport Financials and in the Leesport Regulatory Reports or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money and that are described in NPB the Leesport Disclosure Schedule 4.08 or permitted under Article V hereof; Schedule, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of its banking business; , (viv) such imperfections of title, easements and encumbrancesencumbrances , if any, as are not material in character, amount or extent; and , (v) as reflected on the consolidated statement of financial condition of Leesport as of December 31, 2003 included in Leesport’s Securities Documents and (vi) dispositions such as would not reasonably be expected to have a Material Adverse Effect. Leesport and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary Leesport Subsidiaries, as lessee, have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Leesport and its Subsidiaries in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all agreements pursuant to which NPB Leesport or any NPB Leesport Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Leesport or such NPB Subsidiary Leesport Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1 FedFirst and each NPB FedFirst Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB FedFirst or such NPB FedFirst Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials FedFirst Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: : (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a FedFirst Subsidiary acting in a fiduciary capacity; and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . FedFirst and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyFedFirst Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary FedFirst and the FedFirst Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FedFirst Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which NPB FedFirst or any NPB FedFirst Subsidiary has purchased securities subject to an agreement to resell, if any, NPB FedFirst or such NPB Subsidiary FedFirst Subsidiary, as the case may be, has a lien or security interest (which to FedFirst’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3 FedFirst and each NPB FedFirst Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB FedFirst nor any NPB FedFirst Subsidiary has received notice from any insurance carrier on or before the date hereof that: : (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on FedFirst Disclosure Schedule 4.10.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by FedFirst or any FedFirst Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years FedFirst and each NPB FedFirst Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. FedFirst Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by FedFirst and errors each FedFirst Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3. FedFirst has made available to CB copies of all of the policies listed on FedFirst Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB First Leesport and each NPB Subsidiary hasthe First Leesport Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB First Leesport or such NPB Subsidiaryany First Leesport Subsidiary in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB First Leesport Regulatory Reports and in the First Leesport Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . First Leesport and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyFirst Leesport Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or First Leesport and such NPB First Leesport Subsidiary in the conduct of their respective businesses its business to occupy and use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all agreements pursuant to which NPB First Leesport or any NPB First Leesport Subsidiary has purchased securities subject to an agreement to resell, if any, NPB First Leesport or such NPB Subsidiary First Leesport Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB First Leesport and each NPB Subsidiary the First Leesport Subsidiaries currently maintain insurance in amounts considered by NPB First Leesport to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB First Leesport nor any NPB First Leesport Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or eliminated or (ii) premium costs with respect to such insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by First Leesport or any First Leesport Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years First Leesport and each NPB First Leesport Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB 5.10.1 Hanmi and each NPB Hanmi Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Hanmi or such NPB Hanmi Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials Hanmi Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: : (i) those items that secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an Hanmi Subsidiary acting in a fiduciary capacity; and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith; (iii) liens for current taxes not yet due . Hanmi and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyHanmi Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Hanmi and the Hanmi Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Hanmi Financial Statements. (b) 5.10.2 With respect to all material agreements pursuant to which NPB Hanmi or any NPB Hanmi Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Hanmi or such NPB Subsidiary Hanmi Subsidiary, as the case may be, has a lien or security interest (which to Hanmi’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.10.3 Hanmi and each NPB Hanmi Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Hanmi nor any NPB Hanmi Subsidiary has received notice from any insurance carrier on or before the date hereof that: : (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to the extent . There are presently no material claims pending under such cancellationpolicies of insurance and no notices of claim have been given by Hanmi or any Hanmi Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), reductionand Since January 1, elimination or increase would not have a Material Adverse Effect. (d) NPB 2015, Hanmi and each NPB Hanmi Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB 5.10.1 Citizens and each NPB Citizens Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Citizens or such NPB Citizens Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets most recent consolidated statement of financial condition contained in the NPB Financials Citizens Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except: : (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an Citizens Subsidiary acting in a fiduciary capacity; and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . Citizens and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyCitizens Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Citizens and the Citizens Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Citizens Financial Statements. (b) 5.10.2 With respect to all material agreements pursuant to which NPB Citizens or any NPB Citizens Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Citizens or such NPB Subsidiary Citizens Subsidiary, as the case may be, has a lien or security interest (which to Citizens’ Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 5.10.3 Citizens and each NPB Citizens Subsidiary currently maintain (and have continuously maintained during the past six (6) years) insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Citizens nor any NPB Citizens Subsidiary has received notice from any insurance carrier on or before the date hereof that: : (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . Except as listed on Citizens Disclosure Schedule 5.10.3, there are presently no claims pending under such policies of insurance and no notices of claim have been given by Citizens or any Citizens Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. last three (d3) NPB years Citizens and each NPB Citizens Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any claims submitted under any of its insurance policies. Citizens Disclosure Schedule 5.10.3 identifies all policies of insurance maintained by Citizens and errors each Citizens Subsidiary, including the name of the insurer, the policy number, the type of policy and omissions insurance any applicable deductibles, as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 5.10.3. Citizens has made available to FNB copies of all of the policies listed on Citizens Disclosure Schedule 5.10.3.

Ownership of Property; Insurance Coverage. (a) NPB 4.9.1. DCB and each NPB DCB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketablemarketable title, title to all material assets and properties owned by NPB DCB or such NPB Subsidiaryany DCB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials DCB Regulatory Reports and in the DCB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrancesmaterial Liens, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by DCB acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens Liens for amounts not yet delinquent or which are being contested in good faith; , (iii) liens for current taxes non-monetary Liens affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements DCB Financial Statements. DCB and encumbrances, if anyeach DCB Subsidiary, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and existing leases of material real and personal properties used by NPB DCB or such NPB DCB Subsidiary in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.9.2. With respect to all material agreements pursuant to which NPB DCB or any NPB DCB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB DCB or such NPB any DCB Subsidiary has a Lien (which to DCB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.9.3. DCB and each NPB DCB Subsidiary maintain insurance are insured with reputable insurers against such risks and in such amounts considered by NPB that management of DCB reasonably determined to be reasonable for their respective operationsprudent, sufficient and consistent with industry practice, and such insurance is similar DCB and each DCB Subsidiary are in scope and coverage compliance in all material respects to that maintained by other businesses similarly situatedwith their insurance policies. Neither NPB DCB nor any NPB DCB Subsidiary has received notice from any insurance carrier that: during the past two (2) years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially materially increased; except . Except as disclosed in DCB Disclosure Schedule 4.9.3, there are presently no material claims pending under such policies of insurance and no notices have been given by DCB or any DCB Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years DCB and each NPB DCB Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. DCB Disclosure Schedule 4.9.3 identifies all material policies of insurance maintained by DCB and errors and omissions insurance the DCB Subsidiaries as may be customary or required under applicable laws or regulationsof the date of this Agreement.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary FNB has, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB or such NPB SubsidiaryFNB in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB FNB Regulatory Reports and in the FNB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; faith and (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyitems permitted under Article IV. FNB, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary FNB in the conduct of their respective businesses its business to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FNB Financials. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary FNB has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary FNB has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain FNB currently maintains insurance in amounts considered by NPB FNB to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB nor any NPB Subsidiary FNB has not received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially materially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by FNB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years FNB has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods have not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of their insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Pennsylvania and each NPB Pennsylvania Subsidiary has, and or will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB Pennsylvania or such NPB Pennsylvania Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB Pennsylvania Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those Those items that secure liabilities for borrowed money and that are described in NPB Pennsylvania Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory Statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens Liens for current taxes not yet due and payable; (iv) pledges Pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such The imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and; (vi) dispositions Dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB Pennsylvania and each NPB Pennsylvania Subsidiary have the right under leases of material properties used by NPB Pennsylvania or such NPB Pennsylvania Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them; and (vii) As reflected as a liability in the Pennsylvania Financial Statements or the footnotes thereto. (b) With respect to all agreements pursuant to which NPB Pennsylvania or any NPB Pennsylvania Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Pennsylvania or such NPB Pennsylvania Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Pennsylvania and each NPB Pennsylvania Subsidiary maintain insurance in amounts considered by NPB Pennsylvania to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Pennsylvania nor any NPB Pennsylvania Subsidiary has received notice from any insurance carrier that: (i) such The insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium Premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB Pennsylvania and each NPB Pennsylvania Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Flatbush Federal Bancorp and each NPB Flatbush Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB it or such NPB Subsidiaryeach Flatbush Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Flatbush Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Flatbush Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property that do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements Flatbush Financials. Flatbush Federal Bancorp and encumbrances, if anythe Flatbush Federal Bancorp Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Flatbush Federal Bancorp and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all material agreements pursuant to which NPB Flatbush Federal Bancorp or any NPB Flatbush Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Flatbush Federal Bancorp or such NPB Subsidiary Flatbush Subsidiary, as the case may be, has a lien or security interest (which to Flatbush Federal Bancorp’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Flatbush Federal Bancorp and each NPB Flatbush Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations. Except as Previously Disclosed, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB neither Flatbush Federal Bancorp nor any NPB Subsidiary Flatbush Subsidiary, has received notice from any insurance carrier that: since December 31, 2009 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . Except as Previously Disclosed, there are presently no material claims pending under such policies of insurance and no notices have been given by Flatbush Federal Bancorp or any Flatbush Subsidiary under such policies (other than with respect to the extent health or disability insurance). All such cancellationinsurance is valid and enforceable and in full force and effect, reductionand since December 31, elimination or increase would not have a Material Adverse Effect. (d) NPB 2009, Flatbush Federal Bancorp and each NPB Flatbush Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.

Ownership of Property; Insurance Coverage. (a) NPB Peoples and each NPB Subsidiary hasthe Peoples Subsidiaries have, and or will have as to property acquired after the date hereof, goodgood and, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Peoples or such NPB Subsidiaryany Peoples Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Peoples Regulatory Reports and in the Peoples Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; faith and (iii) liens for current taxes not yet due items permitted under Article IV. Peoples and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyPeoples Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Peoples and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the Peoples Financials. (b) With respect to all agreements pursuant to which NPB Peoples or any NPB Peoples Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Peoples or such NPB Subsidiary Peoples Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Peoples and each NPB Subsidiary the Peoples Subsidiaries currently maintain insurance in amounts considered by NPB Peoples to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB Peoples nor any NPB Peoples Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Peoples or Trenton Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years Peoples and Trenton Savings have received each type of insurance coverage for which they have applied and during such cancellation, reduction, elimination or increase would periods have not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of their insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB BFC Disclosure Schedule 3.09(a) contains a list of all real property in which BFC or any BFC Subsidiary has legal or equitable title or a leasehold interest. BFC and each NPB BFC Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB BFC or such NPB BFC Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB BFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described set forth in NPB BFC Disclosure Schedule 4.08 3.09(a)(i) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB BFC and each NPB BFC Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary them in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB BFC or any NPB BFC Subsidiary has purchased securities subject to an agreement to resell, if any, NPB BFC or such NPB BFC Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB BFC and each NPB BFC Subsidiary maintain insurance in amounts considered by NPB BFC to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB BFC nor any NPB BFC Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB BFC and each NPB BFC Subsidiary maintain such fidelity bonds bonds, directors' and officers' liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary has4.10.1. Allegiance Bank has good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB or such NPB SubsidiaryAllegiance Bank in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Allegiance Bank Regulatory Reports and in the Allegiance Bank Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by Allegiance Bank acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyAllegiance Bank Financial Statements. Allegiance Bank, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Allegiance Bank in the conduct of their respective businesses its business to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) 4.10.2. With respect to all material agreements pursuant to which NPB or any NPB Subsidiary Allegiance Bank has purchased securities subject to an agreement to resell, if any, NPB Allegiance Bank has a lien or such NPB Subsidiary has security interest (which to Allegiance Bank’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain 4.10.3. Allegiance Bank currently maintains insurance in amounts considered by NPB that it considers to be reasonable for their respective operations, its operations and such insurance is similar in scope ordinarily and coverage in all material respects to that customarily maintained by other businesses similarly situatedfinancial institutions. Neither NPB nor any NPB Subsidiary Allegiance Bank has not received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by Allegiance Bank under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent last three years Allegiance Bank has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Allegiance Bank as well as the other matters required to be disclosed under this Section. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary hasUA Bank has good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB or such NPB SubsidiaryUA Bank in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials UA Bank Regulatory Reports and in the UA Bank Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations including but not limited to, real estate taxes, assessments and that are described in NPB Disclosure Schedule 4.08 other governmental levies, fees or permitted under Article V hereof; charge or any discount with, borrowing from or other obligations to the FHLB or inter-bank credit facilities, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due and payable; adversely affect the value or use of such real property, (iv) pledges to secure deposits mechanics liens and other similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of banking business; business for amounts not yet delinquent or which are being contested in good faith and (v) such imperfections of title, easements those described and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration reflected in the ordinary course of business. NPB and each NPB Subsidiary have the right under leases of material properties used by NPB or such NPB Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by themUA Bank Financial Statements. (b) With respect to all material agreements pursuant to which NPB or any NPB Subsidiary UA Bank has purchased securities subject to an agreement to resell, if any, NPB UA Bank has a lien or such NPB Subsidiary has security interest (which to UA Bank’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain UA Bank currently maintains insurance in amounts considered by NPB it to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedfor its operations. Neither NPB nor any NPB Subsidiary UA Bank has not received notice from any insurance carrier that: during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There is presently no material claim pending under such policies of insurance and no notice has been given by UA Bank under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent last three years UA Bank has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claim submitted under any of its insurance policies. UA Bank Disclosure Schedule 3.09(c) identifies all material policies of insurance maintained by UA Bank as well as the other matters required to be disclosed under this Section. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB CBT and each NPB CBT Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB CBT or such NPB CBT Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB CBT Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB CBT Disclosure Schedule 4.08 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB CBT and each NPB CBT Subsidiary have the right under leases of material properties used by NPB CBT or such NPB CBT Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB CBT or any NPB CBT Subsidiary has purchased securities subject to an agreement to resell, if any, NPB CBT or such NPB CBT Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB CBT and each NPB CBT Subsidiary maintain insurance in amounts considered by NPB CBT to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB CBT nor any NPB CBT Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB CBT and each NPB CBT Subsidiary maintain such fidelity bonds bonds, director and officer liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulationsregulations and true and correct copies of such policies have been provided to representatives of NPB.

Ownership of Property; Insurance Coverage. (a) NPB FirstService and each NPB FirstService Subsidiary has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB FirstService or such NPB FirstService Subsidiary, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB FirstService Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB FirstService Disclosure Schedule 4.08 2.09(a) or permitted under Article V IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB FirstService and each NPB FirstService Subsidiary have the right under leases of material properties used by NPB FirstService or such NPB FirstService Subsidiary in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB FirstService or any NPB FirstService Subsidiary has purchased securities subject to an agreement to resell, if any, NPB FirstService or such NPB FirstService Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB FirstService and each NPB FirstService Subsidiary maintain insurance in amounts considered by NPB FirstService to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects . FirstService has made available to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain NP Bank true and correct copies of all such fidelity bonds and errors and omissions insurance policies. Except as may be customary or required under applicable laws or regulations.disclosed on FirstService Disclosure Schedule 2.09

Ownership of Property; Insurance Coverage. (a) NPB Except as disclosed in NARK Disclosure Schedule 3.09(a), NARK and each NPB Subsidiary hasthe NARK Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB NARK or such NPB Subsidiaryany NARK Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB NARK Regulatory Reports and in the NARK Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to any Federal Reserve Bank or any Federal Home Loan Bank, inter-bank credit facilities, or any transaction by a NARK Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article IV of this Agreement. NARK and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyNARK Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary NARK and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in NARK Disclosure Schedule 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes to the NARK Financials. (b) With respect to all material agreements pursuant to which NPB NARK or any NPB NARK Subsidiary has purchased securities subject to an agreement to resell, if any, NPB NARK or such NPB Subsidiary NARK Subsidiary, as the case may be, has a lien or security interest (which to NARK's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB NARK and each NPB NARK Subsidiary maintain currently maintains insurance in amounts considered by NPB NARK to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage in all material respects to that customarily maintained by other businesses similarly situatedengaged in a similar location. Neither NPB nor any NPB Subsidiary NARK has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; . There are presently no material claims pending under such policies of insurance and no notices have been given by NARK under such policies. All such insurance is in full force and effect and is valid and enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as discretion of the court before which any proceedings may be customary or required brought, and within the last three years NARK has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under applicable laws or regulationsany of its insurance policies.

Ownership of Property; Insurance Coverage. (a) NPB Parent and each NPB Subsidiary hasthe Parent Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Parent or such NPB Subsidiaryany Parent Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Parent Regulatory Reports and in the Parent Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Atlanta, inter-bank credit facilities, or any transaction by a Parent Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article V. Parent and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyParent Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary Parent and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Except as disclosed in DISCLOSURE SCHEDULE 3.11(A), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Parent Financials. (b) With respect to all material agreements pursuant to which NPB Parent or any NPB Parent Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Parent or such NPB Subsidiary Parent Subsidiary, as the case may be, has a lien or security interest (which to Parent's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Parent and each NPB Parent Subsidiary maintain currently maintains insurance in amounts considered by NPB Parent to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedaccordance with good business practice. Neither NPB nor any NPB Subsidiary Parent has not received notice from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by Parent or any Parent Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB last three years Parent and each NPB Parent Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. DISCLOSURE SCHEDULE 3.11(C) sets forth a complete and errors and omissions insurance as may be customary or required under applicable laws or regulationsaccurate description of the Embezzlement.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary HomeTowne has, and will have as to property acquired after the date hereof, good, and as to real property, marketable, title to all material assets and properties owned by NPB or such NPB SubsidiaryHomeTowne, whether real or personal, tangible or intangible, including securities, assets and properties reflected in the balance sheets contained in the NPB HomeTowne Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB HomeTowne Disclosure Schedule 4.08 2.09(a) or permitted under Article V IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have HomeTowne has the right under leases of material properties used by NPB or such NPB Subsidiary HomeTowne in the conduct of their respective businesses its business to occupy and use all such properties in all material respects as presently occupied and used by them. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB and each NPB Subsidiary maintain insurance in amounts considered by NPB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB nor any NPB Subsidiary has received notice from any insurance carrier that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB 4.10.1. FCB and each NPB FCB Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB FCB or such NPB Subsidiaryeach FCB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets sheet contained in the NPB Financials most recent FCB Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a FCB Subsidiary acting in a fiduciary capacity, and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iii) liens for current taxes not yet due . FCB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyFCB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary FCB and the FCB Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FCB Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which NPB FCB or any NPB FCB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB FCB or such NPB Subsidiary FCB Subsidiary, as the case may be, has a lien or security interest (which to FCB's Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB 4.10.3. FCB, First Community Bank, and each NPB other Subsidiary of FCB currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB FCB, First Community Bank, nor any NPB other Subsidiary of FCB, has received notice from any insurance carrier that: on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs with respect to such policies of insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by FCB, First Community Bank, or any other Subsidiary of FCB under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the extent such cancellationlast three years FCB, reductionFirst Community Bank, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB other Subsidiary maintain of FCB has received each type of insurance coverage for which it has applied and during such fidelity bonds periods has not been denied indemnification for any material claims submitted under any of its insurance policies. FCB DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FCB, First Community Bank, and errors and omissions insurance each Subsidiary of FCB as may well as the other matters required to be customary or required disclosed under applicable laws or regulationsthis Section 4.10.3.

Ownership of Property; Insurance Coverage. (a) NPB BCB and each NPB Subsidiary hasthe BCB Subsidiaries have good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB BCB or such NPB Subsidiaryany of its Subsidiaries in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB BCB Regulatory Reports and in the BCB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that secure repurchase agreements and liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; money, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , and (iii) liens for current taxes not yet due items permitted under Article IV. BCB and payable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if anyBCB Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of material real and personal properties used by NPB or such NPB Subsidiary BCB and its Subsidiaries in the conduct of their respective businesses to occupy and use all such properties in all material respects as presently occupied and used by each of them. Except as set forth in the BCB Disclosure --- ---------- Schedule, such existing leases and commitments to lease constitute or will -------- constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the BCB Financials. (b) With respect to all agreements pursuant to which NPB BCB or any NPB BCB Subsidiary has purchased securities subject to an agreement to resell, if any, NPB BCB or such NPB Subsidiary BCB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB BCB and each NPB Subsidiary the BCB Subsidiaries currently maintain insurance in amounts considered by NPB BCB to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situatedengaged. Neither NPB BCB nor any NPB BCB Subsidiary has received notice from any insurance carrier that: that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated; or eliminated or (ii) premium costs with respect to such insurance will be substantially increased; except to . There are presently no material claims pending under such policies of insurance and no notices have been given by BCB or Berks County Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the extent last three years BCB has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB and each NPB Subsidiary hasScottdale has good and, and will have as to property acquired after the date hereof, good, and as to real propertyproperty and securities, marketable, marketable title to all material assets and properties owned owned, and as to securities held, by NPB or such NPB SubsidiaryScottdale in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Financials Scottdale Regulatory Reports and in the Scottdale Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, value in the ordinary course of business, or have been disposed of as obsolete business since the date of such balance sheets), subject to no encumbrancesmaterial Liens, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.08 public or permitted under Article V hereof; statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, (ii) statutory liens Liens for amounts not yet delinquent or which that are being contested in good faith; , (iii) liens for current taxes non-monetary Liens affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course Scottdale Financial Statements (together “Scottdale Permitted Liens”). Such securities are valued on the books of banking business; (v) such imperfections of title, easements and encumbrances, if anyScottdale a in accordance with GAAP. Scottdale, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have has the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Scottdale in the conduct of their respective businesses its business to occupy and or use all such properties in all material respects as presently occupied and used by each of them. Scottdale is not in default in any material respect under any lease for any real or personal property to which Scottdale is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Scottdale. (b) With respect to all agreements pursuant to which NPB or any NPB Subsidiary Scottdale has purchased securities subject to an agreement to resell, if any, NPB or such NPB Subsidiary Scottdale has a valid, perfected first lien or security interest Lien in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Scottdale employs investment, except to the extent securities risk management and other policies, practices and procedures that any failure to obtain such a lien or maintain such collateral would not, individually or Scottdale believes are prudent and reasonable in the aggregate, have a Material Adverse Effectcontext of such businesses. (c) NPB and each NPB Subsidiary maintain Scottdale currently maintains insurance in amounts considered by NPB Scottdale to be reasonable for their respective operations, and such insurance is similar operations in scope and coverage in all material respects to that maintained by other businesses similarly situatedaccordance with industry practice. Neither NPB nor any NPB Subsidiary Scottdale has not received notice during the past five (5) years from any insurance carrier that: that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . Except as provided in Schedule 4.9(c), there are presently no material claims pending under such policies of insurance and no notices have been given by Scottdale under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the extent last three years Scottdale has received each type of insurance coverage for which it has applied and during such cancellation, reduction, elimination or increase would periods has not have a Material Adverse Effectbeen denied indemnification for any material claims submitted under any of its insurance policies. Scottdale Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by Scottdale as well as the other matters required to be disclosed under this Section 4.9(c). (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) NPB Investors Bancorp and each NPB Investors Bancorp Subsidiary hashas good and, and will have as to property acquired after the date hereof, good, and as to real property, marketable, marketable title to all material assets and properties owned by NPB Investors Bancorp or such NPB Subsidiaryeach Investors Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and properties property reflected in the balance sheets contained in the NPB Investors Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except: except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an Investors Bancorp Subsidiary acting in NPB Disclosure Schedule 4.08 or permitted under Article V hereof; a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith; , (iii) non-monetary liens for current taxes affecting real property which do not yet due adversely affect the value or use of such real property, and payable; (iv) pledges to secure deposits those described and other liens incurred reflected in the ordinary course of banking business; (v) such imperfections of title, easements Investors Financials. Investors Bancorp and encumbrances, if anythe Investors Bancorp Subsidiaries, as are not material in characterlessee, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and existing leases of material real and personal properties used by NPB or such NPB Subsidiary Investors Bancorp and its Subsidiaries in the conduct of their respective businesses to occupy and or use all such properties in all material respects as presently occupied and used by each of them. (b) With respect to all material agreements pursuant to which NPB Investors Bancorp or any NPB Investors Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, NPB Investors Bancorp or such NPB Subsidiary Investors Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Investors Bancorp’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB Investors Bancorp and each NPB Investors Bancorp Subsidiary currently maintain insurance in amounts considered by NPB each of them to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Neither NPB Investors Bancorp nor any NPB Investors Bancorp Subsidiary has received notice from any insurance carrier that: since December 31, 2009 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated; or , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased; except . There are presently no material claims pending under such policies of insurance and no notices have been given by Investors Bancorp or any Investors Bancorp Subsidiary under such policies (other than with respect to the extent health or disability insurance). All such cancellationinsurance is valid and enforceable and in full force and effect, reductionand since December 31, elimination or increase would not have a Material Adverse Effect. (d) NPB 2009 Investors Bancorp and each NPB Investors Bancorp Subsidiary maintain has received each type of insurance coverage for which it has applied and during such fidelity bonds and errors and omissions periods has not been denied indemnification for any material claims submitted under any of its insurance as may be customary or required under applicable laws or regulationspolicies.