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

Ownership of Property; Insurance Coverage. (a) Innes Street and the Citizens Bank each has good and, as to real property, marketable title to all material assets and properties owned by Innes Street or Citizens Bank in the conduct of their 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 Innes Street Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens Bank, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank in the conduct of their business 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 the notes to the Innes Street Financials. (b) With respect to all material agreements pursuant to which Innes Street or Citizens Bank has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank has a lien or security interest (which to Innes Street'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. (c) Innes Street and Citizens Bank each currently maintains insurance considered by Innes Street to be reasonable for their respective operations. Innes Street has not 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 Innes Street under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

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

Ownership of Property; Insurance Coverage. (a) Innes Street Except as disclosed in CNYF DISCLOSURE SCHEDULE 3.09, CNYF and the Citizens Bank each has CNYF Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street CNYF or Citizens Bank any CNYF Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street CNYF Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlantaany Federal Home Loan Bank, inter-bank credit facilities, or any transaction by Citizens Bank 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. Innes Street , and Citizens Bank(iii) items permitted under Article V. CNYF and the CNYF Subsidiaries, as lessee, have the right under valid and subsisting leases of real and material personal properties used by Innes Street CNYF and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes Notes to the Innes Street CNYF Financials. (b) With respect to all material agreements pursuant to which Innes Street CNYF or Citizens Bank any CNYF Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street CNYF or Citizens Bank such CNYF Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetCNYF's Knowledge 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. (c) Innes Street CNYF and Citizens Bank each CNYF Subsidiary currently maintains insurance considered by Innes Street CNYF to be reasonable for their respective operationsoperations and similar in scope and coverage to that customarily maintained by other businesses similarly engaged in a similar location, in accordance with good business practice. Innes Street CNYF has not 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 Except as disclosed in CNYF DISCLOSURE SCHEDULE 3.09(c), there are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street CNYF under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street CNYF 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street CMTY and each CMTY Subsidiary has, and will have as to property acquired after the Citizens Bank each has good anddate hereof, good, and as to real property, marketable marketable, title to all material assets and properties owned by Innes Street CMTY or Citizens Bank in the conduct of their businesssuch CMTY Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Innes Street Regulatory Reports and in the Innes Street CMTY Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except except: (i) those items which that secure liabilities for public borrowed money and that are described in CMTY Disclosure Schedule 4.09 or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street ; (iii) liens for current taxes not yet due and Citizens Bankpayable; (iv) pledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. CMTY and each CMTY Subsidiary have the right under valid and subsisting leases of real and personal material properties used by Innes Street and Citizens Bank CMTY or such CMTY Subsidiary in the conduct of their business respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Financials. (b) With respect to all material agreements pursuant to which Innes Street CMTY or Citizens Bank any CMTY Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street CMTY or Citizens Bank such CMTY Subsidiary has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Innes Street CMTY and Citizens Bank each currently maintains CMTY Subsidiary maintain insurance in amounts considered by Innes Street CMTY to be reasonable for their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly situated. Innes Street Neither CMTY nor any CMTY Subsidiary has not received notice from any insurance carrier that that: (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under ; except to the extent such policies of cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) CMTY and each CMTY Subsidiary maintain such fidelity bonds, directors’ and officers’ liability insurance and no notices have been given by Innes Street errors and omissions insurance as may be customary or required under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bankapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Innes Street Tower and the Citizens Bank each has Tower Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Innes Street Tower or Citizens Bank any Tower Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Tower Regulatory Reports and in the Innes Street Tower 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, or to the knowledge of Innes Street, encumbrances, 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 of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the Tower Disclosure Schedule. Innes Street Tower and Citizens Bankthe Tower Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Tower and Citizens Bank its Subsidiaries in the conduct of their business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in the Tower Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Tower Financials. (b) With respect to all material agreements pursuant to which Innes Street Tower or Citizens Bank any Tower Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Tower or Citizens Bank such Tower Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street Tower and Citizens Bank each the Tower Subsidiaries currently maintains maintain insurance considered by Innes Street Tower to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street Neither Tower nor any Tower Subsidiary has not received notice from any insurance carrier that (i) such insurance will be canceled 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 Tower Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street Tower or Greencastle under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) ten years Innes Street Tower 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street WHG and the Citizens Bank each has WHG Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street WHG or Citizens Bank any WHG Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street WHG Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank 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. Innes Street , and Citizens Bank(iii) items permitted under Article V. WHG and the WHG Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street WHG and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes Notes to the Innes Street WHG Financials. (b) With respect to all material agreements pursuant to which Innes Street WHG or Citizens Bank any WHG Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street WHG or Citizens Bank such WHG Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge WHG `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. (c) Innes Street WHG and Citizens Bank each WHG Subsidiary currently maintains insurance considered by Innes Street WHG to be reasonable for their respective operations, in accordance with good business practice. Innes Street WHG has not 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 Innes Street WHG or any WHG Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street WHG and each WHG 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1 BSFI and the Citizens Bank each BSFI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street BSFI or Citizens Bank each BSFI Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials BSFI 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank a BSFI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street BSFI and Citizens Bankthe BSFI Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street BSFI and Citizens Bank the BSFI Subsidiaries in the conduct of their business 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 Innes Street FinancialsBSFI Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which Innes Street BSFI or Citizens Bank any BSFI Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street BSFI or Citizens Bank such BSFI Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's BSFI’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. (c) Innes Street 4.10.3 BSFI and Citizens Bank each BSFI Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither BSFI nor any BSFI Subsidiary, has not 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 Except as listed on BSFI Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street BSFI or any BSFI 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 (3) years Innes Street BSFI and each BSFI 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. Innes Street DISCLOSURE SCHEDULE 3.09 BSFI Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Innes Street BSFI and Citizens Bankeach BSFI Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. BSFI has made available to AFC copies of all of the policies listed on BSFI Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1 Legacy and the Citizens Bank each Legacy Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Legacy or Citizens Bank such Legacy Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials 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 balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank 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. Innes Street Legacy and Citizens Bankthe Legacy Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Legacy and Citizens Bank the Legacy Subsidiaries in the conduct of their business 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 Innes Street FinancialsLegacy Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which Innes Street Legacy or Citizens Bank any Legacy Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Legacy or Citizens Bank such Legacy Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Legacy’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. (c) Innes Street 4.10.3 Legacy and Citizens Bank each Legacy Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither Legacy nor any Legacy Subsidiary, has not 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 Except as listed on Legacy Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street Legacy or any Legacy 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 (3) years Innes Street Legacy and each Legacy 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. Innes Street DISCLOSURE SCHEDULE 3.09 Legacy Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Innes Street Legacy and Citizens Bankeach Legacy Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. Legacy has made available to BHLB copies of all of the policies listed on Legacy Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street and JADE has, or will have as to property acquired after the Citizens Bank each has date hereof, good and, as to real property, marketable title to all material assets and properties owned by Innes Street or Citizens Bank JADE in the conduct of their its 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 Innes Street JADE Regulatory Reports and in the Innes Street JADE 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, or to the knowledge of Innes Street, encumbrances, except (i) those items which that secure liabilities for public borrowed money and that are described in the JADE Disclosure Schedule or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, permitted under Article IV hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens BankJADE, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank JADE in the conduct of their business its 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 the notes to the Innes Street Financialsit. (b) With respect to all material agreements pursuant to which Innes Street or Citizens Bank JADE has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank JADE has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street and Citizens Bank each JADE currently maintains insurance in amounts considered by Innes Street JADE to be reasonable for their respective operationsits operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street JADE has not received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated, 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 Innes Street JADE under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street JADE 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1 Beacon Federal and the Citizens Bank each Beacon Federal Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Beacon Federal or Citizens Bank such Beacon Federal Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials 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 balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank 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. Innes Street Beacon Federal and Citizens Bankthe Beacon Federal Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Beacon Federal and Citizens Bank the Beacon Federal Subsidiaries in the conduct of their business 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 Innes Street FinancialsBeacon Federal Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which Innes Street Beacon Federal or Citizens Bank any Beacon Federal Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Beacon Federal or Citizens Bank such Beacon Federal Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Beacon Federal’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. (c) Innes Street 4.10.3 Beacon Federal and Citizens Bank each Beacon Federal Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither Beacon Federal nor any Beacon Federal Subsidiary has not 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 Except as listed on Beacon Federal Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street Beacon Federal or any Beacon Federal 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 (3) years Innes Street Beacon Federal and each Beacon Federal 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. Innes Street DISCLOSURE SCHEDULE 3.09 Beacon Federal Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Innes Street Beacon Federal and Citizens Bankeach Beacon Federal Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. Beacon Federal has made available to BHLB copies of all of the policies listed on Beacon Federal Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street Heritage and the Citizens Bank each has Heritage Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street Heritage or Citizens Bank any Heritage Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Heritage Regulatory Reports and in the Innes Street Heritage 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, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. Innes Street Heritage and Citizens Bankthe Heritage Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Heritage and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes to the Innes Street Heritage Financials. (b) With respect to all material agreements pursuant to which Innes Street Heritage or Citizens Bank any Heritage Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Heritage or Citizens Bank such Heritage Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street Heritage and Citizens Bank each the Heritage Subsidiaries currently maintains maintain insurance considered by Innes Street Heritage to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street Neither Heritage nor any Heritage Subsidiary has not received notice from any insurance carrier that (i) such insurance will be canceled 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 Innes Street Heritage or Heritage National Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street Heritage 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street 5.10.1 Citizens and the each Citizens Bank each Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Citizens or such Citizens Bank Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials Citizens 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except except: (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an Citizens Bank Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street Citizens and the Citizens BankSubsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Citizens and the Citizens Bank Subsidiaries in the conduct of their business 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 Innes Street FinancialsCitizens Financial Statements. (b) 5.10.2 With respect to all material agreements pursuant to which Innes Street Citizens or any Citizens Bank Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Citizens or such Citizens Bank Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Citizens’ 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. 5.10.3 Citizens and each Citizens Subsidiary currently maintain (cand have continuously maintained during the past six (6) Innes Street and Citizens Bank each currently maintains years) insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither Citizens nor any Citizens Subsidiary has not received notice from any insurance carrier that 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 Except as listed on Citizens Disclosure Schedule 5.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street Citizens or any Citizens 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 (3) years Innes Street Citizens and each Citizens 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. Innes Street DISCLOSURE SCHEDULE 3.09 Citizens Disclosure Schedule 5.10.3 identifies all policies of insurance maintained by Innes Street Citizens and each Citizens BankSubsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 5.10.3. Citizens has made available to FNB copies of all of the policies listed on Citizens Disclosure Schedule 5.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1. Except as set forth in MFI DISCLOSURE SCHEDULE 4.10.1, MFI and the Citizens Bank each MFI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street MFI or Citizens Bank each MFI Subsidiary in the conduct of their businessits 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 Innes Street Regulatory Reports and in the Innes Street Financials 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 balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank 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. Innes Street MFI and Citizens Bankthe MFI Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street MFI and Citizens Bank the MFI Subsidiaries in the conduct of their business 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 Innes Street FinancialsMFI Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which Innes Street MFI or Citizens Bank any MFI Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street MFI or Citizens Bank such MFI Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetMFI'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. (c) Innes Street 4.10.3. MFI, Medford Co-operative, and Citizens Bank each other Subsidiary of MFI currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither MFI, Medford Co-operative, nor any other Subsidiary of MFI, has not 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 Innes Street MFI, Medford Co-operative, or any other Subsidiary of MFI 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 (3) years Innes Street MFI, Medford Co-operative, and each other Subsidiary of MFI 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. Innes Street MFI DISCLOSURE SCHEDULE 3.09 4.10.3 identifies all policies of insurance maintained by Innes Street MFI, Medford Co-operative, and Citizens Bankeach Subsidiary of MFI as well as the other matters required to be disclosed under this Section 4.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.9.1 Partners and the Citizens Bank each Partners Subsidiary has good and, as to real property, marketable marketable, title to all material assets and properties owned by Innes Street or Citizens Bank Partners and each Partners Subsidiary in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible tangible, or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Partners Regulatory Reports and in the Innes Street Financials Partners 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 interests, or pledges, or to the knowledge of Innes Street, encumbrances, 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 of AtlantaFHLB, inter-bank credit facilities, or any transaction by Citizens Bank a Partners Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street Partners and Citizens Bankthe Partners Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Partners and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes to the Innes Street FinancialsPartners Financial Statements. (b) 4.9.2 With respect to all material agreements pursuant to which Innes Street Partners or Citizens Bank any Partners Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Partners or Citizens Bank such Partners Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Partners’ 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. (c) Innes Street 4.9.3 Partners and Citizens Bank each Partners Subsidiary currently maintains maintain insurance considered by Innes Street Partners to be commercially reasonable for their respective operations. Innes Street Neither Partners nor any Partners Subsidiary has not 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 Innes Street Partners or any Partners Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street Partners and each Partners 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. Innes Street DISCLOSURE SCHEDULE 3.09 Partners Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Innes Street Partners and Citizens Bankeach Partners Subsidiary.

Ownership of Property; Insurance Coverage. (a) Innes Street and the Citizens Bank each Except as disclosed in WEST ESSEX Disclosure Schedule 3.09, WEST ESSEX has good and, as to real property, marketable title to all material assets and properties owned by Innes Street or Citizens Bank WEST ESSEX in the conduct of their its 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 Innes Street WEST ESSEX Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of AtlantaNew York, inter-bank credit facilities, or any transaction by Citizens Bank WEST ESSEX acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens BankWEST ESSEX, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank WEST ESSEX in the conduct of their business 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 the notes to the Innes Street WEST ESSEX Bancorp Financials. (b) With respect to all material agreements pursuant to which Innes Street or Citizens Bank WEST ESSEX has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank WEST ESSEX has a lien or security interest (which to Innes StreetWEST ESSEX's Knowledge 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. (c) Innes Street and Citizens Bank each WEST ESSEX currently maintains insurance considered by Innes Street WEST ESSEX to be reasonable for their respective its operations, in accordance with good business practice. Innes Street WEST ESSEX has not 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 Innes Street WEST ESSEX under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street years, and WEST ESSEX 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. Innes Street DISCLOSURE SCHEDULE WEST ESSEX Disclosure Schedule 3.09 identifies all policies of insurance maintained by Innes Street and Citizens BankWEST ESSEX.

Ownership of Property; Insurance Coverage. (a) Innes Street Parent and the Citizens Bank each has Parent Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street Parent or Citizens Bank any Parent Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Parent Regulatory Reports and in the Innes Street Parent 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank a Parent Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street , and Citizens Bank(iii) items permitted under Article V. Parent and the Parent Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Parent and Citizens Bank its Subsidiaries in the conduct of their business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in DISCLOSURE SCHEDULE 3.11(A), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Parent Financials. (b) With respect to all material agreements pursuant to which Innes Street Parent or Citizens Bank any Parent Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Parent or Citizens Bank such Parent Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetParent's Knowledge 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. (c) Innes Street Parent and Citizens Bank each Parent Subsidiary currently maintains insurance considered by Innes Street Parent to be reasonable for their respective operations, in accordance with good business practice. Innes Street Parent has not 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 Innes Street Parent or any Parent Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street Parent and each Parent Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies 3.11(C) sets forth a complete and accurate description of insurance maintained by Innes Street and Citizens Bankthe Embezzlement.

Ownership of Property; Insurance Coverage. (a) Innes Street 5.9.1 CB and the Citizens Bank each CB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street CB or Citizens Bank such CB Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials 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 balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, 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 of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank an 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. Innes Street CB and Citizens Bankthe CB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street CB and Citizens Bank the CB Subsidiaries in the conduct of their business 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 Innes Street FinancialsCB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Innes Street CB or Citizens Bank any CB Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street CB or Citizens Bank such CB Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's CB’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. (c) Innes Street 5.9.3 CB and Citizens Bank each CB Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither CB nor any CB Subsidiary has not received notice from any insurance carrier that 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 of claim have been given by Innes Street CB or any CB 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 (3) years Innes Street CB and each CB 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. Innes Street DISCLOSURE SCHEDULE 3.09 CB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by Innes Street CB and Citizens Bankeach CB Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 5.9.3. CB has made available to First West Virginia copies of all of the policies listed on CB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Innes Street Peoples and each of the Citizens Bank each has Peoples Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Innes Street Peoples or Citizens Bank any Peoples Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Peoples Regulatory Reports and in the Innes Street Peoples 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, or to the knowledge of Innes Street, encumbrances, 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 of Atlanta, inter-bank (ii) interbank credit facilities, facilities or any transaction by Citizens Bank a Peoples Subsidiary acting in a fiduciary capacity, and (iiiii) those reflected in the notes to the Peoples Financial, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (v) the items disclosed in Section 3.09 of the Peoples Disclosure Schedule (collectively the “Peoples Permitted Encumbrances”). Innes Street Peoples and Citizens Bankthe Peoples Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Peoples and Citizens Bank its Subsidiaries in the conduct of their business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Section 3.09 of the Peoples 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 Innes Street Peoples Financials. (b) With respect to all material agreements pursuant to which Innes Street Peoples or Citizens Bank any Peoples Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Peoples or Citizens Bank such Peoples Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street Peoples and Citizens Bank each the Peoples Subsidiaries currently maintains maintain insurance considered by Innes Street Peoples to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street Neither Peoples nor any Peoples Subsidiary has not received notice from any insurance carrier that (i) such insurance will be canceled 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 Section 3.09 of the Peoples Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street Peoples or Peoples Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three ten (310) years Innes Street Peoples 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street NBF and the Citizens Bank each has NBF Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street NBF or Citizens Bank any NBF Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street NBF Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFRBNY, inter-bank credit facilities, or any transaction by Citizens Bank 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. Innes Street , and Citizens Bank(iii) items permitted under Article V. NBF and the NBF Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street NBF and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes Notes to the Innes Street NBF Financials. (b) With respect to all material agreements pursuant to which Innes Street NBF or Citizens Bank any NBF Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street NBF or Citizens Bank such NBF Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetNBF's Knowledge 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. (c) Innes Street NBF and Citizens Bank each NBF Subsidiary currently maintains insurance considered by Innes Street NBF to be reasonable for their respective operations, in accordance with good business practice. Innes Street NBF has not 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 Innes Street NBF under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street NBF 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street 5.9.1 CB and the Citizens Bank each CB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street CB or Citizens Bank such CB Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials 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 balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except except: (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank an CB Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street CB and Citizens Bankthe CB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street CB and Citizens Bank the CB Subsidiaries in the conduct of their business 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 Innes Street FinancialsCB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Innes Street CB or Citizens Bank any CB Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street CB or Citizens Bank such CB Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's CB’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. (c) Innes Street 5.9.3 CB and Citizens Bank each CB Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither CB nor any CB Subsidiary has not received notice from any insurance carrier that 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 Except as listed on CB Disclosure Schedule 5.9.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street CB or any CB 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 (3) years Innes Street CB and each CB 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. Innes Street DISCLOSURE SCHEDULE 3.09 CB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by Innes Street CB and Citizens Bankeach CB Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 5.9.3. CB has made available to FedFirst copies of all of the policies listed on CB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Innes Street Each of Citizens and CTC has, or will have as to property acquired after the Citizens Bank each has date hereof, good and, as to real property, marketable title to all material assets and properties owned by Innes Street Citizens or Citizens Bank CTC in the conduct of their its 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 Innes Street Citizens Regulatory Reports and in the Innes Street Citizens Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, business since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens Bank, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank faith (ii) liens securing obligations reflected in the conduct of their business Citizens Regulatory Reports or Citizens Financials, (iii) liens that do not have a Material Adverse Effect on Citizens or CTC, or (iv) items permitted under Article IV. The real property leases to occupy which Citizens or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will CTC are a party constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Citizens Financials. (b) With respect to all material agreements pursuant to which Innes Street Citizens or Citizens Bank CTC has purchased securities subject to an agreement to resell, if any, Innes Street Citizens or Citizens Bank CTC, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street Citizens and Citizens Bank each CTC currently maintains maintain insurance considered by Innes Street Citizens to be reasonable for their respective operationsits operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street Neither Citizens nor CTC has not received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially materially increased. There Except as disclosed on Citizens Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street Citizens or CTC under such policiespolicies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street has Citizens and CTC have received each type of insurance coverage for which it any of them has applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street Penseco and each of the Citizens Bank each has Penseco Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Innes Street Penseco or Citizens Bank any Penseco Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Penseco Regulatory Reports and in the Innes Street 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 material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, 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 of Atlanta, (ii) inter-bank credit facilities, or any transaction by Citizens Bank a Penseco Subsidiary acting in a fiduciary capacity, and (iiiii) 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, and (v) the items disclosed in Section 2.09 of the Penseco Disclosure Schedule (collectively the “Penseco Permitted Encumbrances”). Innes Street Penseco and Citizens Bankthe Penseco Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Penseco and Citizens Bank its Subsidiaries in the conduct of their business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Section 2.09 of the 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 to the Innes Street Penseco Financials. (b) With respect to all material agreements pursuant to which Innes Street Penseco or Citizens Bank any Penseco Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Penseco or Citizens Bank such Penseco Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Street Penseco and Citizens Bank each the Penseco Subsidiaries currently maintains maintain insurance considered by Innes Street Penseco to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Street Neither Penseco nor any Penseco Subsidiary has not received notice from any insurance carrier that (i) such insurance will be canceled 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 Innes Street Penseco or Penn Security under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three ten (310) years Innes Street 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street Target and the Citizens Bank each Target Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Target or Citizens Bank each Target Subsidiary in the conduct of their businessits 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 Innes Street Target Regulatory Reports and in the Innes Street Financials Target 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, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, or any transaction by Citizens Bank an Target 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, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith and (v) those described and reflected in the Target Financial Statements. Innes Street Target and Citizens Bankthe Target Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Target and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes to the Innes Street Financials. (b) With respect to all material agreements pursuant to which Innes Street Target or Citizens Bank any Target Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Target or Citizens Bank such Target Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Target’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. (c) Innes Street Target and Citizens Bank each Target Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither Target nor any Target Subsidiary has not received notice from any insurance carrier during the past five 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 increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street Target or any Target 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 (3) years Innes Street Target and each Target 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. Innes Street DISCLOSURE SCHEDULE 3.09 Target Disclosure Schedule 3.09(c) identifies all material policies of insurance maintained by Innes Street Target and Citizens Bankeach Target Subsidiary. As of the date hereof, and except as set forth in Target Disclosure Schedule 3.09(c), the insurance premium costs with respect to any of the insurance policies listed on Target Disclosure Schedule 3.09(c) have not increased annually by more than 5% during any of the preceding three years.

Ownership of Property; Insurance Coverage. (a) Innes Street 5.10.1 Citizens and the each Citizens Bank each Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Citizens or such Citizens Bank Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials Citizens 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except except: (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an Citizens Bank Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street Citizens and the Citizens BankSubsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Citizens and the Citizens Bank Subsidiaries in the conduct of their business 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 capital leases for both tax and financial accounting purposes under GAAP 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 Innes Street FinancialsCitizens Financial Statements. (b) 5.10.2 With respect to all material agreements pursuant to which Innes Street Citizens or any Citizens Bank Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Citizens or such Citizens Bank Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Citizens’ 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. (c) Innes Street and Citizens Bank each currently maintains insurance considered by Innes Street to be reasonable for their respective operations. Innes Street has not 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 Innes Street under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street and the Citizens Bank each Except as disclosed in Skibo Disclosure Schedule 3.09(a), Skibo has good and, as to real propertyxxxperty, marketable title to all material axx xaterial assets and properties owned by Innes Street or Citizens Bank Skibo in the conduct of their its business, whether such assets and properties prxxxxxies are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Skibo Regulatory Reports and in the Innes Street Skibo Financials or acquired subsequent xxxxequent thereto (except to the extent xxxxxt 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, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of AtlantaPittsburgh, inter-bank credit facilities, or any transaction by Citizens Bank Skibo acting in a fiduciary capacity, and (ii) statutory liens for amounts xxxxnts not yet delinquent or which are being contested in good faith. Innes Street and Citizens BankSkibo, as lessee, have has the right under valid and subsisting leases of real xx xeal and personal properties used by Innes Street and Citizens Bank Skibo in the conduct of their business its businesses to occupy or use all such properties xxxperties as presently occupied and used by each of them. Such Except as disclosed in Skibo Disclosure Schedule 3.09(a), such existing leases and commitments cxxxxxments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Skibo Financials. (b) With respect to all material agreements agreexxxxx pursuant to which Innes Street or Citizens Bank Skibo has purchased securities subject to an agreement to resell, if anyxx xxy, Innes Street or Citizens Bank Skibo has a lien or security interest (which to Innes Street's Knowledge the knowledge xx Xxibo is a valid, perfected first lien) in the securities or other oxxxx collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Innes Street and Citizens Bank each Skibo currently maintains insurance considered by Innes Street Skibo to be reasonable xxxxonable for their respective its operations, in accordance with goox xxxiness practice. Innes Street Skibo has not received notice from any insurance carrier that (i) such xxxx 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 Innes Street Skibo under such policies. All such insurance is valid and enforceable enforcxxxxx and in full force and effect, and within the last three (3) years Innes Street Skibo has received each type of insurance coverage for which it has applied hax xxxlied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 Skibo Disclosure Schedule 3.09(c) identifies all policies of insurance xxxxxance maintained by Innes Street and Citizens BankSkibo.

Ownership of Property; Insurance Coverage. (a) Innes Street 5.10.1 XXX and the Citizens Bank each XXX Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street XXX or Citizens Bank such XXX Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials XXX 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank an XXX Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street XXX and Citizens Bankthe XXX Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street XXX and Citizens Bank the XXX Subsidiaries in the conduct of their business 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 Innes Street FinancialsXXX Financial Statements. (b) 5.10.2 With respect to all material agreements pursuant to which Innes Street XXX or Citizens Bank any XXX Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street XXX or Citizens Bank such XXX Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's SAL’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. (c) Innes Street 5.10.3 XXX and Citizens Bank each XXX Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither XXX nor any XXX Subsidiary, has not 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 Except as listed on XXX Confidential Disclosure Schedule 5.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street XXX or any XXX 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 (3) years Innes Street XXX and each XXX 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. Innes Street DISCLOSURE SCHEDULE 3.09 XXX Confidential Disclosure Schedule 5.10.3 identifies all policies of insurance maintained by Innes Street XXX and Citizens Bankeach XXX Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 5.10.3. XXX has made available to Riverside copies of all of the policies listed on XXX Confidential Disclosure Schedule 5.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1 FedFirst and the Citizens Bank each FedFirst Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street FedFirst or Citizens Bank such FedFirst Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials FedFirst 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except except: (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank a FedFirst Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street FedFirst and Citizens Bankthe FedFirst Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street FedFirst and Citizens Bank the FedFirst Subsidiaries in the conduct of their business 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 Innes Street FinancialsFedFirst Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which Innes Street FedFirst or Citizens Bank any FedFirst Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street FedFirst or Citizens Bank such FedFirst Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's FedFirst’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. (c) Innes Street 4.10.3 FedFirst and Citizens Bank each FedFirst Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither FedFirst nor any FedFirst Subsidiary has not received notice from any insurance carrier that 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 Except as listed on FedFirst Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street FedFirst or any FedFirst 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 (3) years Innes Street FedFirst and each FedFirst 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. Innes Street DISCLOSURE SCHEDULE 3.09 FedFirst Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Innes Street FedFirst and Citizens Bankeach FedFirst Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. FedFirst has made available to CB copies of all of the policies listed on FedFirst Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) Innes Street Except as disclosed in Primary Bank Disclosure Schedule 2.09, Primary Bank and the Citizens Primary Bank each has Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street Primary Bank or Citizens any Primary Bank Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Primary Bank Regulatory Reports and in the Innes Street Primary Bank 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlantaany Federal Reserve Bank or any Federal Home Loan Bank, inter-bank credit facilities, or any transaction by Citizens a Primary Bank 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. Innes Street Primary Bank and Citizens Bankthe Primary Bank Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street Primary Bank and Citizens Bank its Subsidiaries in the conduct of their business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Primary Bank Disclosure Schedule 2.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Innes Street Primary Bank Financials. (b) With respect to all material agreements pursuant to which Innes Street Primary Bank or Citizens any Primary Bank Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Primary Bank or Citizens such Primary Bank Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetPrimary Bank's Knowledge 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. (c) Innes Street and Citizens Primary Bank each currently maintains insurance considered by Innes Street Primary Bank to be reasonable for their respective operationsoperations and similar in scope and coverage to that customarily maintained by other businesses similarly engaged in a similar location, in accordance with good business practice. Innes Street Primary Bank has not 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 Innes Street Primary Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street Primary Bank 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street Except as set forth in VBC DISCLOSURE SCHEDULE 3.09(a), VBC and the Citizens Bank each has VBC Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Innes Street VBC or Citizens Bank any VBC Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street VBC Regulatory Reports and in the Innes Street 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of AtlantaNew York, inter-bank credit facilities, or any transaction by Citizens Xxxxxx Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street VBC and Citizens Bankthe VBC Subsidiaries, as lessee, have the right under valid and subsisting leases of real and material personal properties used by Innes Street VBC and Citizens Bank the VBC Subsidiaries in the conduct of their business 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 the notes to the Innes Street VBC Financials. (b) With respect to all material agreements pursuant to which Innes Street VBC or Citizens Bank any VBC Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street VBC or Citizens Bank such VBC Subsidiary, as the case may be, has a lien or security interest (which to Innes StreetVBC's Knowledge 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. (c) Innes Street VBC and Citizens Bank each VBC Subsidiary currently maintains insurance considered by Innes Street VBC to be reasonable for their respective operationsoperations and similar in scope and coverage to that customarily maintained by other businesses similarly engaged in a similar location, in accordance with good business practice. Innes Street Except as set forth in VBC DISCLOSURE SCHEDULE 3.09(c), VBC has not 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 Innes Street VBC under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street VBC 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. Innes Street VBC DISCLOSURE SCHEDULE 3.09 3.09(c) identifies all policies of insurance maintained by Innes Street and Citizens BankVBC.

Ownership of Property; Insurance Coverage. (a) Innes Street Except as set forth in the Disclosure Letter, Douglass and the Citizens Bank Seller Bank, each has have good and, as to real propertypropertx, marketable xxxxxtable title to all material assets and properties owned by Innes Street Douglass or Citizens Seller Bank in the conduct of their businessits businesses, whether such assets whethex xxxx xssets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Innes Street Regulatory Reports and in the Innes Street Financials most recent Seller 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 sheetssheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Seller Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street Douglass and Citizens Seller Bank, as lessee, have the right under valid and subsisting xxx xxxxting leases of real and personal properties used by Innes Street Douglass and Citizens Seller Bank in the conduct of their business businesses to occupy or oxxxxx xx use all such properties as presently occupied and used by each of themthem and (iii) encumbrances that do not materially affect the marketability of any title to real property. 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 respects in the notes to the Innes Street FinancialsSeller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by this Agreement or otherwise as a result of the Agreement by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction. (b) With respect to all material agreements pursuant to which Innes Street Douglass or Citizens Seller Bank has purchased securities subject to an agreement axxxxxxxx to resell, if any, Innes Street Douglass or Citizens Bank Seller Bank, as the case may be, has a lien or security interest securxxx xxxxrest (which to Innes Street's Douglass’ Knowledge is a valid, perfected first lien) in the securities secxxxxxxx or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Innes Street Douglass and Citizens Seller Bank each currently maintains maintain insurance considered by Innes Street to for reasonxxxx xxxunts with financially sound and reputable insurance companies, against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be reasonable for their respective operationsinsured. Innes Street Except as set forth in the Disclosure Letter, neither Douglass nor Seller Bank has not received notice from any insurance carrier xxxxxxx 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 except as set forth in the Disclosure Letter no notices have been given by Innes Street Douglass or Seller Bank under such policies. All such insurance is valid xx xxxxd and enforceable and in full force and effect, and within the last three (3) years Innes Street Douglass and Seller Bank has received each type of insurance coverage for covxxxxx xxr which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 The Seller Disclosure Letter identifies all policies of insurance maintained by Innes Street Douglass and Citizens BankSeller Bank as well as the other matters required tx xx xxxclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Innes Street and the Citizens Bank each Except as disclosed in Pulaski Disclosure Schedule 3.09, Pulaski has good and, as to real property, marketable title to all material assets and properties owned by Innes Street or Citizens Bank Pulaski in the conduct of their its 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 Innes Street Pulaski Regulatory Reports and in the Innes Street Pulaski 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 balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of AtlantaNew York, inter-bank credit facilities, or any transaction by Citizens Bank Pulaski acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens BankPulaski, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank Pulaski in the conduct of their business its businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Pulaski Disclosure Schedule 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Pulaski Bancorp Financials. (b) With respect to all material agreements pursuant to which Innes Street or Citizens Bank Pulaski has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank Pulaski has a lien or security interest (which to Innes StreetPulaski's Knowledge 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. (c) Innes Street and Citizens Bank each Pulaski currently maintains insurance considered by Innes Street Pulaski to be reasonable for their respective its operations, in accordance with good business practice. Innes Street Pulaski has not 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 Innes Street Pulaski under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street years, and Pulaski 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. Innes Street DISCLOSURE SCHEDULE Pulaski Disclosure Schedule 3.09 identifies all policies of insurance maintained by Innes Street and Citizens BankPulaski.

Ownership of Property; Insurance Coverage. (a) Innes Main Street and the Citizens Bank each has 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 material assets and properties owned by Innes Main Street or Citizens Bank any Main Street Subsidiary in the conduct of their businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Main Street Regulatory Reports and in the Innes 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 material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, 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 of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. Innes Main Street and Citizens Bankthe Main Street Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Main Street and Citizens Bank its Subsidiaries in the conduct of their business 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 the notes Notes to the Innes Main Street Financials. (b) With respect to all material agreements pursuant to which Innes Main Street or Citizens Bank any Main Street Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Main Street or Citizens Bank such Main Street Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) 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) Innes Main Street and Citizens Bank each the Main Street Subsidiaries currently maintains maintain insurance considered by Innes Main Street to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Innes Neither Main Street nor any Main Street Subsidiary has not received notice from any insurance carrier that (i) such insurance will be canceled 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 Innes Main Street or Main Street Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Main Street has 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. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. 5.9.1. MainSource and each MainSource Subsidiary have good and marketable title (a) Innes Street and the Citizens Bank each has good and, as to for real property, marketable title in fee simple absolute, including, without limitation, all real property used as bank premises and all other real estate owned) to all material assets and properties owned by Innes Street MainSource or Citizens Bank each MainSource Subsidiary in the conduct of their businessits 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 Innes Street Regulatory Reports and in the Innes Street Financials most recent MainSource 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 sheetsMainSource Financial Statements), subject to no material encumbrances, liens, restrictions, options, charges, mortgages, security interests or interests, pledges, land or to the knowledge conditional sales contracts, claims, or rights of Innes Street, encumbrancesthird parties, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of AtlantaIndianapolis, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank MainSource or a MainSource 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. Innes Street MainSource and Citizens Bankeach MainSource Subsidiary, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street MainSource and Citizens Bank the MainSource Subsidiaries in the conduct of their business 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, to the Knowledge of MainSource, leased by MainSource or any MainSource Subsidiary is in compliance in all material respects with all applicable zoning and commitments land use laws. To MainSource’s Knowledge, all real property, machinery, equipment, furniture and fixtures owned or leased by MainSource or any MainSource Subsidiary that is material to lease constitute their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the ordinary condition of business. 5.9.2. MainSource has provided Cheviot Financial with a list, and, if requested, a true, accurate and complete copy thereof of all policies of insurance (including, without limitation, bankers’ blanket bond, directors’ and officers’ liability insurance, property and casualty insurance, group health or will constitute operating leases hospitalization insurance and insurance providing benefits for both tax and financial accounting purposes and employees) owned or held by MainSource or any MainSource Subsidiary on the lease expense and minimum rental commitments date hereof or with respect to which MainSource or any MainSource Subsidiary pays any premiums. Each such leases policy is in full force and lease commitments are as disclosed in the notes to the Innes Street Financials. (b) With respect to effect and all material agreements pursuant to which Innes Street or Citizens Bank has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, premiums due thereon have been paid when due. MainSource and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Innes Street and Citizens Bank each currently maintains MainSource Subsidiary maintain insurance considered by Innes Street MainSource in good faith to be reasonable for their respective operations. Innes Street Neither MainSource nor any MainSource Subsidiary has not 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 Innes Street under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street has MainSource and each MainSource 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 their insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

Ownership of Property; Insurance Coverage. (a) Innes Street 4.10.1 Commerce and the Citizens Bank each Commerce Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Innes Street Commerce or Citizens Bank such Commerce Subsidiary, as applicable, in the conduct of their businessits businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Innes Street Regulatory Reports and in the Innes Street Financials Commerce 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 sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of AtlantaFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Citizens Bank a Commerce Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street Commerce and Citizens Bankthe Commerce Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Innes Street Commerce and Citizens Bank the Commerce Subsidiaries in the conduct of their business 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 Innes Street FinancialsCommerce Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which Innes Street Commerce or Citizens Bank any Commerce Subsidiary has purchased securities subject to an agreement to resell, if any, Innes Street Commerce or Citizens Bank such Commerce Subsidiary, as the case may be, has a lien or security interest (which to Innes Street's Commerce’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. (c) Innes Street 4.10.3 Commerce and Citizens Bank each Commerce Subsidiary currently maintains maintain insurance considered by Innes Street each of them to be reasonable for their respective operations. Innes Street Neither Commerce nor any Commerce Subsidiary, has not 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 Except as listed on Commerce Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Innes Street Commerce or any Commerce 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 (3) years Innes Street Commerce and each Commerce 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. Innes Street DISCLOSURE SCHEDULE 3.09 Commerce Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Innes Street Commerce and Citizens Bankeach Commerce Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. Commerce has made available to BHLB copies of all of the policies listed on Commerce Disclosure Schedule 4.10.3.