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

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Bankers or any Bankers Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Regulatory Reports and in the Bankers Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) items permitted under Article IV. Bankers and the Bankers Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers 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 Bankers Financials. (b) With respect to all agreements pursuant to which Bankers or any Bankers Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers or such Bankers 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) Bankers and the Bankers Subsidiaries currently maintain insurance considered by Bankers to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers nor any Bankers 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 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 Bankers or Bankers Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Bankers 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.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers Graystone and the Bankers Graystone Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Bankers Graystone or any Bankers Graystone Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Graystone Regulatory Reports and in the Bankers Graystone Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the Graystone Disclosure Schedule. Bankers Graystone and the Bankers Graystone Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers Graystone and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Graystone 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 notes to the Bankers Graystone Financials. (b) With respect to all agreements pursuant to which Bankers Graystone or any Bankers Graystone Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers Graystone or such Bankers Graystone 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) Bankers Graystone and the Bankers Graystone Subsidiaries currently maintain insurance considered by Bankers Graystone to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers Graystone nor any Bankers Graystone 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 policies of insurance will be substantially increased. There Except as set forth on the Graystone Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by Bankers Graystone or Bankers Savings Graystone Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three ten years Bankers Graystone 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.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers Winside Bancshares and the Bankers Subsidiaries have, or will Winside State Bank 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 Bankers or any Bankers Subsidiary it in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Regulatory Reports and in the Bankers Winside Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which 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 Winside State Bank acting in a Federal Home Loan Bankfiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith and faith, (iii) items permitted under Article IVnon-monetary liens affecting real property that do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Winside Financials. Bankers Winside Bancshares and the Bankers SubsidiariesWinside State Bank, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Bankers Winside Bancshares and its Subsidiaries Winside State Bank in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers 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 Bankers Financials. (b) With respect to all agreements pursuant to which Bankers or any Bankers Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers or such Bankers 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, Winside Bancshares and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Bankers and the Bankers Subsidiaries Winside State Bank currently maintain insurance considered by Bankers each of them to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Bankers Winside Bancshares nor any Bankers Subsidiary Winside State Bank has received notice from any insurance carrier since December 31, 2011 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) 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 Bankers Winside Bancshares or Bankers Savings Winside State Bank under such policiespolicies (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 last three years Bankers 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.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in NW Bancorp and each of the Bankers Disclosure Schedule, Bankers and the Bankers NW Bancorp Subsidiaries havehas, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Bankers NW Bancorp or any Bankers NW Bancorp Subsidiary in the conduct of their businessesbusinesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers NW Bancorp Regulatory Reports and in the Bankers NW Bancorp Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a NW Bancorp Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the NW Bancorp Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (iiiv) the items permitted under Article IVdisclosed in NW Bancorp Disclosure Schedule 2.11 (collectively the “NW Bancorp Permitted Encumbrances”). Bankers NW Bancorp and the Bankers NW Bancorp Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers NW Bancorp and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Section NW Bancorp Disclosure ScheduleSchedule 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 expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the Notes notes to the Bankers NW Bancorp Financials. (b) With respect to all agreements pursuant to which Bankers NW Bancorp or any Bankers NW Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers NW Bancorp or such Bankers NW Bancorp 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) Bankers A true and complete copy of each agreement pursuant to which NW Bancorp or any of the NW Bancorp Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered to ACNB. Assuming due authorization, execution and delivery by each Party thereto other than NW Bancorp or an NW Bancorp 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 Bankers availability of equitable remedies. There is not under any such Lease any material existing default by NW Bancorp or any of the NW Bancorp Subsidiaries or, to the Knowledge of NW Bancorp, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in NW Bancorp Disclosure Schedule 2.04 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on NW Bancorp. (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which NW Bancorp and the NW Bancorp 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 NW Bancorp. (e) A true and complete copy of each agreement pursuant to which NW Bancorp or any of the NW Bancorp 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 ACNB. 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 NW Bancorp, 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 NW Bancorp. (f) NW Bancorp and the NW Bancorp Subsidiaries currently maintain insurance considered by Bankers NW Bancorp to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers NW Bancorp nor any Bankers NW Bancorp 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 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 Bankers NW Bancorp or Bankers Savings any NW Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three five (5) years Bankers NW Bancorp 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.

Ownership of Property; Insurance Coverage. (a) Except as disclosed set forth in the Bankers First Bell Bancorp Disclosure ScheduleSchedule 3.09(a), Bankers and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, First Bell Bancorp a▇▇ ▇he Bell Federal Savings each has good and, as to real t▇ ▇▇al property, marketable mar▇▇▇▇ble title to all material assets and properties owned by Bankers First Bell Bancorp or any Bankers Subsidiary Bell Federal Savings in the conduct of their businessesbusi▇▇▇▇, whether such assets su▇▇ ▇ssets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers First Bell Bancorp Regulatory Reports and in the Bankers Financials First Bell Bancorp Fi▇▇▇▇ials or acquired subsequent thereto (except to ▇▇ the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, or to the Knowledge of First Bell Bancorp, adverse encumbrances, except (i) those items which wh▇▇▇ 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, or any transaction by Bell Federal Savings acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory s▇▇▇▇tory liens for amounts not yet delinquent or which are being contested in good faith faith. First Bell Bancorp and (iii) items permitted under Article IV. Bankers and the Bankers SubsidiariesBell Federal Savings, as lessee, have the right under u▇▇▇▇ valid and subsisting su▇▇▇▇ting leases of real and personal properties used by Bankers First Bell Bancorp and its Subsidiaries Bell Federal Savings in the conduct of their businesses bus▇▇▇▇s to occupy or use o▇ ▇▇e all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Disclosure Schedule, such 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 notes to the Bankers First Bell Bancorp Financials. (b) With respect to all agreements agreeme▇▇▇ pursuant to which Bankers First Bell Bancorp or any Bankers Subsidiary Bell Federal Savings has purchased securities subject ▇▇▇ject to an agreement a▇▇▇▇ment to resell, if any, Bankers First Bell Bancorp or such Bankers Subsidiary, as the case may be, Bell Federal Savings has a lien or security i▇▇▇▇est (which to ▇▇▇▇t Bell Bancorp's Knowledge is a valid, perfected first lien or security interest lien) in the securities ▇▇curities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Bankers First Bell Bancorp and the Bankers Subsidiaries Bell Federal Savings currently maintain insurance insu▇▇▇▇e considered by Bankers b▇ ▇▇rst Bell Bancorp to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Bankers nor any Bankers Subsidiary Fi▇▇▇ Bell Bancorp has not received notice from any insurance carrier carr▇▇▇ that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, 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 Bankers or Bankers Savings First Bell Bancorp under such policies. All such insurance is valid and vali▇ ▇▇d enforceable and in full force and effect, and within the last three (3) years Bankers First Bell Bancorp has received each type of insurance coverage for which it whic▇ ▇▇ has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.. First Bell Bancorp Disclosure Schedule 3.09

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers Main Street and the Bankers Main Street Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Bankers Main Street or any Bankers Main Street Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Main Street Regulatory Reports and in the Bankers Main Street Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) items permitted under Article IV. Bankers Main Street and the Bankers Main Street Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers Main Street and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Disclosure Schedule, such 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 Bankers Main Street Financials. (b) With respect to all agreements pursuant to which Bankers Main Street or any Bankers Main Street Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers Main Street or such Bankers Main Street 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) Bankers Main Street and the Bankers Main Street Subsidiaries currently maintain insurance considered by Bankers Main Street to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers Main Street nor any Bankers Main Street 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 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 Bankers Main Street or Bankers Savings Main Street Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Bankers has Main Street and Main Street Bank have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies.

Ownership of Property; Insurance Coverage. (a) Except as disclosed set forth in the Bankers Prestige Bancorp Disclosure ScheduleSchedule 3.09(a), Bankers Prestige Bancorp and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, Prestige Bank each has good and, as to real property, marketable title to all material assets and properties owned by Bankers Prestige Bancorp or any Bankers Subsidiary Prestige Bank in the conduct of their businessesbusiness, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Prestige Bancorp Regulatory Reports and in the Bankers Prestige Bancorp Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, material liens, mortgages, security interests or pledges, or to the Knowledge of Prestige Bancorp, material and adverse encumbrances, except (i) those items which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Pittsburgh, inter-bank credit facilities, or any transaction by Prestige Bank acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. Prestige Bancorp and (iii) items permitted under Article IV. Bankers and the Bankers SubsidiariesPrestige Bank, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers Prestige Bancorp and its Subsidiaries Prestige Bank in the conduct of their businesses business to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Disclosure Schedule, such 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 notes to the Bankers Prestige Bancorp Financials. (b) With respect to all material agreements pursuant to which Bankers Prestige Bancorp or any Bankers Subsidiary Prestige Bank has purchased securities subject to an agreement to resell, if any, Bankers Prestige Bancorp or such Bankers Subsidiary, as the case may be, Prestige Bank has a lien or security interest (which to Prestige 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. (c) Bankers Prestige Bancorp and the Bankers Subsidiaries Prestige Bank each currently maintain maintains insurance considered by Bankers Prestige Bancorp to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Bankers nor any Bankers Subsidiary Prestige Bancorp has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as set forth in Prestige Bancorp Disclosure Schedule 3.09(c), there are presently no material claims pending under such policies of insurance and no notices have been given by Bankers or Bankers Savings Prestige Bancorp under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Bankers Prestige Bancorp 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. Prestige Bancorp Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by Prestige Bancorp and Prestige Bank.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers 5.9.1 Middlefield Banc Corp. and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, each Middlefield Subsidiary has good and, as to regarding real property, marketable title to all assets and properties owned used by Bankers Middlefield Banc Corp. or any Bankers the Middlefield Subsidiary in the conduct of their businesses, whether such the assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent consolidated balance sheets contained sheet in the Bankers Regulatory Reports and in the Bankers Financials Middlefield Financial Statements or acquired subsequent thereto thereafter (except to the extent that such excepting assets and properties have been disposed of for fair value, in the ordinary course of business, business since the date of such the balance sheetssheet), subject to no encumbrances, liens, mortgages, security interests interests, or pledges, except (i1) those items which secure securing liabilities for borrowed money from 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 Federal Home Loan BankMiddlefield Subsidiary acting in a fiduciary capacity, and (ii2) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) items permitted under Article IVfaith. Bankers Middlefield Banc Corp. and the Bankers Middlefield Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Bankers Middlefield Banc Corp. and its the Middlefield Subsidiaries in the conduct of their businesses business to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers Disclosure Schedule, such existing 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 for the leases and lease commitments are as disclosed in all material respects in the Notes notes to the Bankers FinancialsMiddlefield Financial Statements. (b) With respect to 5.9.2 For all material agreements pursuant to under which Bankers Middlefield Banc Corp. or any Bankers a Middlefield Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers Middlefield Banc Corp. or such Bankers Subsidiary, as the case may be, Middlefield Subsidiary has a valid, perfected first lien or security interest (which to Middlefield Banc Corp.’s Knowledge is a valid and perfected first 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. (c) Bankers and the Bankers Subsidiaries currently maintain insurance considered by Bankers to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers nor any Bankers 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 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 Bankers or Bankers Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Bankers 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.

Ownership of Property; Insurance Coverage. (a) 4.10.1. Except as disclosed set forth in the Bankers Disclosure ScheduleBOP DISCLOSURE SCHEDULE 4.10.1, Bankers BOP and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, each BOP Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Bankers BOP or any Bankers each BOP Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Bankers Regulatory Reports and in the Bankers Financials most recent BOP Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York and Atlantic Community Bankers Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by BOP or a Federal Home Loan BankBOP 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 which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) items permitted under Article IVfaith. Bankers BOP and the Bankers BOP Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Bankers BOP and its the BOP Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the Bankers 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 Bankers Financials. (b) 4.10.2. With respect to all material agreements pursuant to which Bankers BOP or any Bankers BOP Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers BOP or such Bankers BOP Subsidiary, as the case may be, has a lien or security interest (which to BOP’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. (c) Bankers 4.10.3. BOP and the Bankers Subsidiaries each BOP Subsidiary currently maintain insurance considered by Bankers each of them to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Bankers BOP nor any Bankers BOP Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, 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 Bankers BOP or Bankers Savings any BOP Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Bankers has BOP and each BOP Subsidiary have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its insurance policies. BOP DISCLOSURE SCHEDULE 4.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in Penseco and each of the Bankers Disclosure Schedule, Bankers and the Bankers Penseco Subsidiaries havehas, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Bankers Penseco or any Bankers Penseco Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers Penseco Regulatory Reports and in the Bankers Penseco Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a Penseco Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the Penseco Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (iiiv) the items permitted under Article IVdisclosed in Section 2.09 of the Penseco Disclosure Schedule (collectively the “Penseco Permitted Encumbrances”). Bankers Penseco and the Bankers Penseco Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Bankers Penseco and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in Section 2.09 of the Bankers Penseco 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 notes to the Bankers Penseco Financials. (b) With respect to all agreements pursuant to which Bankers Penseco or any Bankers Penseco Subsidiary has purchased securities subject to an agreement to resell, if any, Bankers Penseco or such Bankers Penseco 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) Bankers Penseco and the Bankers Penseco Subsidiaries currently maintain insurance considered by Bankers Penseco to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Bankers Penseco nor any Bankers Penseco 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 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 Bankers Penseco or Bankers Savings Penn Security under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three ten (10) years Bankers Penseco 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.

Ownership of Property; Insurance Coverage. (a) Except as disclosed in the Bankers Disclosure Schedule, Bankers and the Bankers Subsidiaries have, or will have as to property acquired after the date hereof, MWCB has good and, as to real property, marketable title to all material assets and properties owned by Bankers or any Bankers Subsidiary MWCB in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Bankers MWCB Regulatory Reports and in the Bankers MWCB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Boston, inter-bank credit facilities, or any transaction by MWCB acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) items permitted under Article IVfaith. Bankers and the Bankers SubsidiariesMWCB, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Bankers and its Subsidiaries MWCB in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of themit. Except as disclosed in the Bankers MWCB Disclosure ScheduleSchedule 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 notes to the Bankers MWCB Financials. (b) With respect to all material agreements pursuant to which Bankers or any Bankers Subsidiary MWCB has purchased securities subject to an agreement to resell, if any, Bankers MWCB has a lien or such Bankers Subsidiary, as security interest (which to the case may be, has Knowledge of MWCB 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. (c) Bankers and the Bankers Subsidiaries MWCB currently maintain maintains insurance considered by Bankers MWCB to be reasonable for their respective operations and similar its operations, in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither Bankers nor any Bankers Subsidiary MWCB has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, 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 Bankers or Bankers Savings MWCB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Bankers MWCB 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. MWCB Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by MWCB.