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

Ownership of Property; Insurance Coverage. 4.9.1. Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Bancorp or each Boardwalk Bancorp Subsidiary in the conduct of 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, inter-bank credit facilities, or any transaction by a Boardwalk Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Boardwalk Bancorp and the Boardwalk Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Boardwalk 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. 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 Boardwalk Bancorp Financial Statements. 4.9.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Boardwalk Bancorp nor any Boardwalk Bancorp Subsidiary has received notice from any insurance carrier that (i) such insurance will be 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 Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary 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. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 identifies all policies of insurance maintained by Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary.

Ownership of Property; Insurance Coverage. 4.9.15.9.1. Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary has have good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Northfield Bancorp or each Boardwalk Northfield Bancorp Subsidiary in the conduct of 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Northfield Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Boardwalk Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. Boardwalk Northfield Bancorp and the Boardwalk each Northfield Bancorp SubsidiariesSubsidiary, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Boardwalk Northfield Bancorp and its Subsidiaries the Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties 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 Boardwalk Bancorp Financial Statements. 4.9.25.9.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary currently maintain insurance considered by each of them Northfield Bancorp to be reasonable for their respective operations. Neither Boardwalk Northfield Bancorp nor any Boardwalk Northfield Bancorp Subsidiary has received notice from any insurance carrier that (i) such insurance will be 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 Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary has 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. BOARDWALK BANCORP policies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 4.9.3 identifies all policies of insurance maintained by Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary5.9.2.

Ownership of Property; Insurance Coverage. 4.9.15.9.1. Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary has have good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Northfield Bancorp or each Boardwalk Northfield Bancorp Subsidiary in the conduct of 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Northfield Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Boardwalk Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Boardwalk Northfield Bancorp and the Boardwalk each Northfield Bancorp SubsidiariesSubsidiary, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Boardwalk Northfield Bancorp and its Subsidiaries the Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties 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 Boardwalk Bancorp Financial Statements. 4.9.25.9.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary currently maintain insurance considered by each of them Northfield Bancorp to be reasonable for their respective operations. Neither Boardwalk Northfield Bancorp nor any Boardwalk Northfield Bancorp Subsidiary has received notice from any insurance carrier that (i) such insurance will be 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 Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Boardwalk Northfield Bancorp and each Boardwalk Northfield Bancorp Subsidiary has 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. BOARDWALK BANCORP policies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 4.9.3 identifies all policies of insurance maintained by Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary5.9.2.

Ownership of Property; Insurance Coverage. 4.9.15.8.1. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Bridge Bancorp or each Boardwalk Bridge Bancorp Subsidiary in the conduct of its 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Bridge Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Boardwalk Bridge Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Bridge Bancorp Financial Statements. Boardwalk Bridge Bancorp and the Boardwalk Bridge Bancorp Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Boardwalk Bridge 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. 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 Boardwalk Bancorp Financial Statements. 4.9.25.8.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Boardwalk Bridge Bancorp nor any Boardwalk Bridge Bancorp Subsidiary has received notice from any insurance carrier during the past 3 years that (i) such insurance will be 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 materially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Boardwalk Bridge Bancorp or any Boardwalk Bridge Bancorp Subsidiary 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 Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary 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. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 Bridge Bancorp Disclosure Schedule 5.8.2 identifies all material policies of insurance maintained by Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp SubsidiarySubsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.9.15.9.1. Boardwalk Brookline Bancorp and each Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Brookline Bancorp or each Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary in the conduct of 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Brookline Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Boardwalk Brookline Bancorp and the Boardwalk Bancorp SubsidiariesSignificant Subsidiaries of Brookline Bancorp, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Boardwalk Brookline Bancorp and its the Significant Subsidiaries of Brookline Bancorp in the conduct of their businesses to occupy or use all such properties 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 Boardwalk Bancorp Financial Statements. 4.9.25.9.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Brookline Bancorp and each Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary currently maintain insurance considered by each of them Brookline Bancorp to be reasonable for their respective operations. Neither Boardwalk Brookline Bancorp nor any Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be 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 Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Boardwalk Brookline Bancorp and each Boardwalk Significant Subsidiary of Brookline Bancorp Subsidiary 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. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 identifies all policies of insurance maintained by Boardwalk Bancorp and each Boardwalk Bancorp Subsidiary.

Ownership of Property; Insurance Coverage. 4.9.15.9.1. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Bridge Bancorp or each Boardwalk any Bridge Bancorp Subsidiary in the conduct of 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 Boardwalk Bridge Bancorp Regulatory Reports and in the Boardwalk Bridge Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrancesLiens, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Boardwalk Bridge Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens Liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Bridge Bancorp Financial Statements. Boardwalk Bridge Bancorp and the Boardwalk each Bridge Bancorp SubsidiariesSubsidiary, as lessee, have has the right under valid and existing leases of real and personal properties used by Boardwalk Bridge Bancorp and its Subsidiaries or such Bridge Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties 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 Boardwalk Bancorp Financial Statements. 4.9.25.9.2. With respect to all material agreements pursuant to which Boardwalk Bridge Bancorp or any Boardwalk Bridge Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bridge Bancorp or such Boardwalk any Bridge Bancorp Subsidiary, as the case may be, Subsidiary has a lien or security interest Lien (which to Boardwalk Bridge Bancorp’s Knowledge is a valid, perfected first lienLien) 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. 4.9.35.9.3. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary currently maintain insurance considered by each are insured with reputable insurers against such risks and in such amounts that management of them Bridge Bancorp reasonably determined to be reasonable for prudent, sufficient and consistent with industry practice, and Bridge Bancorp and each Bridge Bancorp Subsidiary are in compliance in all material respects with their respective operationsinsurance policies. Neither Boardwalk Except as disclosed in Bridge Bancorp Disclosure Schedule 5.9.3, neither Bridge Bancorp nor any Boardwalk Bridge Bancorp Subsidiary has received notice from any insurance carrier during the past two (2) years that (i) such insurance will be 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 materially increased. There Except as disclosed in Bridge Bancorp Disclosure Schedule 5.9.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Boardwalk Bridge Bancorp or any Boardwalk Bridge Bancorp Subsidiary 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 Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary 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. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 Bridge Bancorp Disclosure Schedule 5.9.3 identifies all material policies of insurance maintained by Boardwalk Bridge Bancorp and each Boardwalk the Bridge Bancorp SubsidiarySubsidiaries as of the date of this Agreement.

Ownership of Property; Insurance Coverage. 4.9.15.8.1. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Boardwalk Bridge Bancorp or each Boardwalk Bridge Bancorp Subsidiary in the conduct of its 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 Boardwalk Bancorp Regulatory Reports and in the Boardwalk Bridge Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Boardwalk Bridge Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Bridge Bancorp Financial Statements. Boardwalk Bridge Bancorp and the Boardwalk Bridge Bancorp Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Boardwalk Bridge 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. 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 Boardwalk Bancorp Financial Statements. 4.9.25.8.2. With respect to all material agreements pursuant to which Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Boardwalk Bancorp or such Boardwalk Bancorp Subsidiary, as the case may be, has a lien or security interest (which to Boardwalk Bancorp’s Knowledge is a valid, 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. 4.9.3. Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Boardwalk Bridge Bancorp nor any Boardwalk Bridge Bancorp Subsidiary has received notice from any insurance carrier during the past 3 years that (i) such insurance will be canceled or that coverage thereunder Table of Contents 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 Boardwalk Bridge Bancorp or any Boardwalk Bridge Bancorp Subsidiary 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 Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp Subsidiary 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. BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.9.3 Bridge Bancorp Disclosure Schedule 5.8.2 identifies all material policies of insurance maintained by Boardwalk Bridge Bancorp and each Boardwalk Bridge Bancorp SubsidiarySubsidiary as well as the other matters required to be disclosed under this Section.