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

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each BHLB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB or such BHLB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB and the BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB and the BHLB 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 BHLB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB Disclosure Schedule 5.9.1disclosed in CNYF DISCLOSURE SCHEDULE 3.09, BHLB CNYF and each BHLB Subsidiary has the CNYF Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB CNYF or such BHLB Subsidiary, as applicable, any CNYF 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements CNYF Regulatory Reports and in the CNYF Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBany Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a CNYF Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB , and (iii) items permitted under Article V. CNYF and the BHLB CNYF Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and material personal properties used by BHLB CNYF and the BHLB its Subsidiaries in the conduct of their businesses to occupy or use all such leased properties as presently occupied and used by each of them. Such 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 all material respects in the notes Notes to the BHLB Financial StatementsCNYF Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1. Synergy and each BHLB Synergy Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB Synergy or such BHLB Subsidiary, as applicable, each Synergy 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Synergy Regulatory Reports and in the Synergy 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a Synergy Subsidiary acting in a fiduciary capacity, (ii) those reflected in the notes to the Synergy Financial Statements, and (iiiii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Synergy and the BHLB Synergy Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB Synergy and the BHLB 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 BHLB Synergy Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB BHB Disclosure Schedule 5.9.1, BHLB BHB and each BHLB BHB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB BHB or such BHLB BHB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB BHB 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB BHB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB BHB and the BHLB BHB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB BHB and the BHLB BHB 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 BHLB BHB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB (a) ACNB and each BHLB Subsidiary has of the ACNB Subsidiaries has, 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 BHLB ACNB or such BHLB Subsidiary, as applicable, any ACNB 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements ACNB Regulatory Reports and in the ACNB 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 consolidated statement of financial conditionbalance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, (ii) inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a ACNB Subsidiary acting in a fiduciary capacity, and (iiiii) 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, and (v) the items disclosed in ACNB Disclosure Schedule 3.10 (collectively the “ACNB Permitted Encumbrances”). BHLB ACNB and the BHLB ACNB Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB ACNB and the BHLB 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 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 all material respects in the notes to the BHLB Financial StatementsACNB Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB (a) WHG and each BHLB Subsidiary has the WHG Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB WHG or such BHLB Subsidiary, as applicable, any WHG 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements WHG Regulatory Reports and in the WHG Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of Atlanta, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a WHG Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB , and (iii) items permitted under Article V. WHG and the BHLB WHG Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB WHG and the BHLB 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 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 all material respects in the notes Notes to the BHLB Financial StatementsWHG Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1 Legacy and each BHLB Legacy Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB Legacy or such BHLB Legacy Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB Legacy 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a Legacy Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Legacy and the BHLB Legacy Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB Legacy and the BHLB Legacy 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 BHLB Legacy Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1. LNB Bancorp and each BHLB LNB Bancorp Subsidiary has have good and, as to real property, marketable title to all material assets and properties owned by BHLB LNB Bancorp or such BHLB Subsidiary, as applicable, each LNB 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB LNB 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of Cincinnati, inter-bank credit facilities, reverse repurchase agreements or any transaction by LNB Bancorp or an BHLB LNB 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 which are being contested in good faith, and (iiiii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB LNB Bancorp and the BHLB Subsidiarieseach LNB Bancorp Subsidiary, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB LNB Bancorp and the BHLB LNB Bancorp 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 BHLB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 4.10.1. Except as set forth on BHLB Disclosure Schedule 5.9.1in FSBI DISCLOSURE SCHEDULE 4.10, BHLB FSBI and each BHLB FSBI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB FSBI or such BHLB Subsidiary, as applicable, each FSBI 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 most recent consolidated statement of financial condition balance sheet contained in the BHLB most recent FSBI 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 consolidated statement of financial conditionbalance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB FSBI and the BHLB FSBI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB FSBI and the BHLB FSBI 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 BHLB FSBI Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as 4.10.1. A list of all real property owned or leased by VSB Bancorp or any VSB Bancorp Subsidiary is set forth on BHLB Disclosure Schedule 5.9.1, BHLB in DISCLOSURE SCHEDULE 4.10.1. VSB Bancorp and each BHLB VSB Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB VSB Bancorp or such BHLB Subsidiary, as applicable, each VSB 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 most recent consolidated statement statements of financial condition contained in the BHLB most recent VSB 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 consolidated statement statements of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB 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 being contested in good faith, and (iiiii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. BHLB VSB Bancorp and the BHLB VSB Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB VSB Bancorp and the BHLB VSB Bancorp 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 All real property owned or leased by VSB Bancorp or any of its Subsidiaries are in a good state of maintenance and commitments to lease constitute or will constitute operating leases for both tax repair (normal wear and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed tear expected), conforms in all material respects in with all applicable ordinances, regulations and zoning laws and are considered by VSB Bancorp to be adequate for the notes to current business of VSB Bancorp and its Subsidiaries. To the BHLB Financial Statementsknowledge 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.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1 Beacon Federal and each BHLB Beacon Federal Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB Beacon Federal or such BHLB Beacon Federal Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB Beacon Federal 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a Beacon Federal Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Beacon Federal and the BHLB Beacon Federal Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB Beacon Federal and the BHLB Beacon Federal 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 BHLB Beacon Federal Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB disclosed in SWB Disclosure Schedule 5.9.13.09, BHLB SWB and each BHLB Subsidiary has the SWB Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB SWB or such BHLB Subsidiary, as applicable, any SWB 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements SWB Regulatory Reports and in the SWB Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBany Federal Reserve Bank or any Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a SWB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (iii) items permitted under Article IV. BHLB SWB and the BHLB SWB Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB SWB and the BHLB 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 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 all material respects in the notes Notes to the BHLB Financial StatementsSWB Financials.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB Disclosure Schedule 5.9.1disclosed in PFC DISCLOSURE SCHEDULE 3.09, BHLB PFC and each BHLB Subsidiary has the PFC Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB PFC or such BHLB Subsidiary, as applicable, any PFC 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements PFC Regulatory Reports and in the PFC Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBFHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a PFC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB , and (iii) items permitted under Article V. PFC and the BHLB PFC Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB PFC and the BHLB 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 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 all material respects in the notes Notes to the BHLB Financial StatementsPFC Financials.

Ownership of Property; Insurance Coverage. 5.9.1 4.10.1. Except as set forth on BHLB Disclosure Schedule 5.9.1in MFI DISCLOSURE SCHEDULE 4.10.1, BHLB MFI and each BHLB MFI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB MFI or such BHLB Subsidiary, as applicable, each MFI 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 most recent consolidated statement of financial condition balance sheet contained in the BHLB most recent MFI 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 consolidated statement of financial conditionbalance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a MFI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB MFI and the BHLB MFI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB MFI and the BHLB MFI 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 BHLB MFI Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1 SWNB and each BHLB SWNB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB SWNB or such BHLB SWNB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition balance sheet contained in the BHLB SWNB 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 consolidated statement of financial conditionbalance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items which that secure liabilities for 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 a SWNB Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. BHLB SWNB and the BHLB SWNB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB SWNB and the BHLB SWNB 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 BHLB SWNB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 4.10.1. Except as set forth on BHLB Disclosure Schedule 5.9.1in Trinity Bank DISCLOSURE SCHEDULE 4.10.1, BHLB Trinity Bank and each BHLB Trinity Bank Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB Trinity Bank or such BHLB Subsidiary, as applicable, each Trinity Bank 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 most recent consolidated statement of financial condition balance sheet contained in the BHLB most recent Trinity Bank 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 consolidated statement of financial conditionbalance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, any inter-bank credit facilities, any reverse repurchase agreements or any transaction by an BHLB a Trinity Bank Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Trinity Bank and the BHLB Trinity Bank Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB Trinity Bank and the BHLB Trinity Bank 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 BHLB Trinity Bank Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 4.10.1 Except as set forth on BHLB MidCoast Disclosure Schedule 5.9.14.10.1, BHLB MidCoast and each BHLB MidCoast Subsidiary has good and, as to real property, marketable marketable, title to all assets and properties owned by BHLB MidCoast or such BHLB Subsidiary, as applicable, MidCoast 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 most recent consolidated statement of financial balance sheet condition contained in the BHLB MidCoast 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 consolidated statement of financial conditionbalance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (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, reverse repurchase agreements or any transaction by an BHLB MidCoast or any MidCoast Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB MidCoast and the BHLB Subsidiarieseach MidCoast Subsidiary, as lessee, have has the right under valid and existing leases of real and personal properties used by BHLB and the BHLB Subsidiaries MidCoast or such MidCoast Subsidiary in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of themit. 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 MidCoast Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB 4.10.1. PennFed and each BHLB PennFed Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB PennFed or such BHLB Subsidiary, as applicable, each PennFed 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB PennFed Regulatory Reports and in the PennFed 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a PennFed Subsidiary acting in a fiduciary capacity, (ii) those reflected in the notes to the PennFed Financial Statements, and (iiiii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB PennFed and the BHLB PennFed Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB PennFed and the BHLB 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 BHLB PennFed Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each BHLB Subsidiary has good and, as to real property, marketable insurable title to all assets and properties owned by BHLB or such BHLB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithPermitted Liens. BHLB and the BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB and the BHLB 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 BHLB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except (a) Waypoint and the Waypoint Subsidiaries have, or will have as set forth on BHLB Disclosure Schedule 5.9.1to property acquired after the date hereof, BHLB and each BHLB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB Waypoint or such BHLB Subsidiary, as applicable, any Waypoint 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements Waypoint Regulatory Reports and in the Waypoint 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 consolidated statement of financial conditionbalance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (ii) items permitted under Article IV of this Agreement, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of Waypoint as of September 30, 2003 included in Waypoint's Securities Documents. BHLB Waypoint and the BHLB Waypoint Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB Waypoint and the BHLB 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 Notes to the BHLB Financial StatementsWaypoint Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB . Fidelity Bankshares and each BHLB Significant Subsidiary of Fidelity Bankshares has good and, as to real property, marketable title to all material assets and properties owned by BHLB Fidelity Bankshares or such BHLB Subsidiary, as applicable, each Significant Subsidiary of Fidelity Bankshares 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Fidelity Bankshares 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a Significant Subsidiary of Fidelity Bankshares acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Fidelity Bankshares and the BHLB SubsidiariesSignificant Subsidiaries of Fidelity Bankshares, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB Fidelity Bankshares and the BHLB Significant Subsidiaries of Fidelity Bankshares 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 BHLB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB CB and each BHLB CB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB CB or such BHLB CB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB CB 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items which that secure liabilities for 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 CB Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. BHLB CB and the BHLB CB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB CB and the BHLB CB 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 BHLB CB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 4.10.1. Except as set forth on BHLB Disclosure Schedule 5.9.1in WCBI DISCLOSURE SCHEDULE 4.10, BHLB WCBI and each BHLB WCBI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by BHLB WCBI or such BHLB Subsidiary, as applicable, each WCBI 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 most recent consolidated statement of financial condition balance sheet contained in the BHLB most recent WCBI 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 consolidated statement of financial conditionbalance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a WCBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB WCBI and the BHLB WCBI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB WCBI and the BHLB WCBI 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 BHLB WCBI Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB disclosed in WEST ESSEX Disclosure Schedule 5.9.13.09, BHLB and each BHLB Subsidiary WEST ESSEX has good and, as to real property, marketable title to all material assets and properties owned by BHLB or such BHLB Subsidiary, as applicable, WEST ESSEX in the conduct of its businessesbusiness, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements WEST ESSEX Regulatory Reports and in the WEST ESSEX Bancorp Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB Subsidiary WEST ESSEX acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB and the BHLB SubsidiariesWEST ESSEX, as lessee, have has the right under valid and existing subsisting leases of real and personal properties used by BHLB and the BHLB Subsidiaries WEST ESSEX in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in WEST ESSEX 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 all material respects in the notes to the BHLB Financial StatementsWEST ESSEX Bancorp Financials.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB Disclosure Schedule 5.9.1in VBC DISCLOSURE SCHEDULE 3.09(a), BHLB VBC and each BHLB Subsidiary has the VBC Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB VBC or such BHLB Subsidiary, as applicable, any VBC 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements VBC Regulatory Reports and in the VBC Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB Subsidiary Xxxxxx Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB VBC and the BHLB VBC Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and material personal properties used by BHLB VBC and the BHLB VBC Subsidiaries in the conduct of their businesses to occupy or use all such leased 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 BHLB Financial StatementsVBC Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB . Brookline Bancorp and each BHLB Significant Subsidiary of Brookline Bancorp has good and, as to real property, marketable title to all material assets and properties owned by BHLB Brookline Bancorp or such BHLB Subsidiary, as applicable, each Significant Subsidiary of Brookline Bancorp 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB a Significant Subsidiary of Brookline Bancorp acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Brookline Bancorp and the BHLB SubsidiariesSignificant Subsidiaries of Brookline Bancorp, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB Brookline Bancorp and the BHLB 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 BHLB Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB (a) NBF and each BHLB Subsidiary has the NBF Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by BHLB NBF or such BHLB Subsidiary, as applicable, any NBF 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 most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements NBF Regulatory Reports and in the NBF Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBFRBNY, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB a NBF Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB , and (iii) items permitted under Article V. NBF and the BHLB NBF Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by BHLB NBF and the BHLB 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 Except as disclosed in NBF 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 all material respects in the notes Notes to the BHLB Financial StatementsNBF Financials.

Ownership of Property; Insurance Coverage. 5.9.1 Except as set forth on BHLB Pxxxx Disclosure Schedule 5.9.1, BHLB Pxxxx Bankshares and each BHLB Pxxxx Subsidiary has good and, as to real property, marketable title to all assets and properties owned by BHLB Pxxxx Bankshares or such BHLB Pxxxx Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the BHLB Pxxxx 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 consolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (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, reverse repurchase agreements or any transaction by an BHLB Pxxxx Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB Pxxxx Bankshares and the BHLB Pxxxx Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by BHLB Pxxxx Bankshares and the BHLB Pxxxx 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 BHLB Pxxxx Financial Statements.

Ownership of Property; Insurance Coverage. 5.9.1 (a) Except as set forth on BHLB disclosed in Ridgewood Disclosure Schedule 5.9.13.09, BHLB and each BHLB Subsidiary Ridgewood has good and, as to real property, marketable title to all material assets and properties owned by BHLB or such BHLB Subsidiary, as applicable, Ridgewood in the conduct of its businessesbusiness, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent consolidated statement of financial condition balance sheets contained in the BHLB Financial Statements Ridgewood Regulatory Reports and in the Ridgewood Financials 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 consolidated statement of financial conditionbalance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by an BHLB Subsidiary Ridgewood acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. BHLB and the BHLB SubsidiariesRidgewood, as lessee, have has the right under valid and existing subsisting leases of real and personal properties used by BHLB and the BHLB Subsidiaries Ridgewood in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Ridgewood 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 all material respects in the notes to the BHLB Financial StatementsRidgewood Financials.