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

Ownership of Property; Insurance Coverage. (a) Fox Chase and each Fox Chase Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase or any Fox Chase Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Regulatory Reports and in the Fox Chase Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase and the Fox Chase Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase and the Fox Chase Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase or any Fox Chase Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase or such Fox Chase Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, 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. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Subsidiary currently maintain insurance considered by Fox Chase to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there are presently no material claims pending

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1 PC Bancorp and each Fox Chase Subsidiary has PCB have good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase PC Bancorp or any Fox Chase each PC Bancorp Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase PC Bancorp Regulatory Reports and in the Fox Chase Financial Statements of PC Bancorp 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 business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, or any transaction by a Fox Chase an PC Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial StatementsStatements of PC Bancorp. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase PC Bancorp and the Fox Chase PC Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase PC Bancorp and the Fox Chase Subsidiaries PCB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the Financial Statements of PC Bancorp. (b) 4.10.2 With respect to all material agreements pursuant to which Fox Chase PC Bancorp or any Fox Chase Subsidiary PCB has purchased securities subject to an agreement to resell, if any, Fox Chase PC Bancorp or such Fox Chase PC Bancorp Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the PC Bancorp’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase 4.10.3 PC Bancorp and each Fox Chase Subsidiary PCB currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase PC Bancorp nor any Fox Chase SubsidiaryPCB, except as set forth disclosed in Fox Chase PC Bancorp Disclosure Schedule 4.9(c4.10.3(a), has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by PC Bancorp or PCB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years PC Bancorp and PCB 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. PC Bancorp Disclosure Schedule 4.10.3(b) identifies all material policies of insurance maintained by PC Bancorp and PCB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.10.1 CU Bancorp and each Fox Chase Subsidiary has CUB have good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase CU Bancorp or any Fox Chase each CU Bancorp Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase CUB Regulatory Reports and in the Fox Chase Financial Statements of CUB 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 business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, or any transaction by a Fox Chase an CU Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial StatementsStatements of CUB. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase CU Bancorp and the Fox Chase CU Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase CU Bancorp and the Fox Chase Subsidiaries CUB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default all material respects in any material respect under any lease for any real or personal property notes to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse the Financial Statements of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseCUB. (b) 5.10.2 With respect to all material agreements pursuant to which Fox Chase CU Bancorp or any Fox Chase Subsidiary CUB has purchased securities subject to an agreement to resell, if any, Fox Chase CU Bancorp or such Fox Chase CU Bancorp Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the CU Bancorp’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Subsidiary 5.10.3 CUB currently maintain maintains insurance considered by Fox Chase it considers to be reasonable for their its respective operations in accordance with industry practiceoperations. Neither Fox Chase nor any Fox Chase SubsidiaryCUB, except as set forth disclosed in Fox Chase CUB Disclosure Schedule 4.9(c5.10.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase disclosed in CUB Disclosure Schedule 4.9(c), 5.10.3(b) there are presently no material claims pendingpending under such policies of insurance and no notices have been given by CUB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB 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. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. Except as set forth in HRB DISCLOSURE SCHEDULE 4.10, HRB and each Fox Chase HRB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase HRB or any Fox Chase each HRB Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase HRB Regulatory Reports and in the Fox Chase HRB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an HRB Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase HRB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase HRB and the Fox Chase HRB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase HRB and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the HRB Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase HRB or any Fox Chase HRB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase HRB or such Fox Chase HRB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the HRB's Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase HRB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase HRB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase HRB nor any Fox Chase HRB Subsidiary, except as set forth disclosed in Fox Chase Disclosure Schedule 4.9(c)HRB DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by HRB or any HRB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years HRB and each HRB 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. HRB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by HRB and each HRB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. ABNJ and each Fox Chase ABNJ Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase ABNJ or any Fox Chase each ABNJ Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase ABNJ Regulatory Reports and in the Fox Chase ABNJ Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an ABNJ Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase ABNJ Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase ABNJ and the Fox Chase ABNJ Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase ABNJ and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the ABNJ Financial Statements. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase ABNJ or such Fox Chase ABNJ Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the ABNJ’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase ABNJ and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase ABNJ Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase ABNJ nor any Fox Chase ABNJ Subsidiary, except as set forth disclosed in Fox Chase Disclosure Schedule 4.9(cABNJ DISCLOSURE SCHEDULE 4.10.3(a), has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by ABNJ or any ABNJ Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years ABNJ and each ABNJ 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. ABNJ DISCLOSURE SCHEDULE 4.10.3(b) identifies all material policies of insurance maintained by ABNJ and each ABNJ Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. HNC and each Fox Chase HNC Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase HNC or any Fox Chase each HNC Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase HNC Regulatory Reports and in the Fox Chase HNC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an HNC Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase HNC Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase HNC and the Fox Chase HNC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase HNC and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase HNC or any Fox Chase HNC Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase HNC or such Fox Chase HNC Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the HNC’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase HNC and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase HNC Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase HNC nor any Fox Chase HNC Subsidiary, except as set forth disclosed in Fox Chase HNC Disclosure Schedule 4.9(c)4.10.3, has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by HNC or any HNC Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years HNC and each HNC 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. HNC Disclosure Schedule 4.10.3 identifies all material policies of insurance maintained by HNC and each HNC Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each Fox Chase BHLB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties ownedowned by BHLB or such BHLB Subsidiary, and as to securities heldapplicable, by Fox Chase or any Fox Chase Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Fox Chase Regulatory Reports and in the Fox Chase BHLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase BHLB and the Fox Chase BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase BHLB and the Fox Chase BHLB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Fox Chase BHLB or any Fox Chase BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase BHLB or such Fox Chase BHLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the BHLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase . 5.9.3 BHLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase BHLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase BHLB nor any Fox Chase BHLB Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth listed on Fox Chase BHLB Disclosure Schedule 4.9(c)5.9.3, there are presently no material claims pendingpending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the last three (3) years BHLB and each BHLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and each BHLB 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. BHLB has made available to Legacy copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each Fox Chase BHLB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties ownedowned by BHLB or such BHLB Subsidiary, and as to securities heldapplicable, by Fox Chase or any Fox Chase Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Fox Chase Regulatory Reports and in the Fox Chase BHLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase BHLB and the Fox Chase BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase BHLB and the Fox Chase BHLB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Fox Chase BHLB or any Fox Chase BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase BHLB or such Fox Chase BHLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the BHLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase . 5.9.3 BHLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase BHLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase BHLB nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), BHLB Subsidiary has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth listed on Fox Chase BHLB Disclosure Schedule 4.9(c)5.9.3, there are presently no material claims pendingpending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the last three (3) years BHLB and each BHLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and each BHLB 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. BHLB has made available to Beacon Federal copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.9.1. SBBX and each Fox Chase SBBX Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase SBBX or any Fox Chase SBBX Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase SBBX Regulatory Reports and in the Fox Chase SBBX Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase Subsidiary SBBX acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase SBBX Financial Statements. Such securities are valued on the books of Fox Chase SBBX and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase and the Fox Chase SubsidiariesSBBX Subsidiary, as lessee, have has the right under valid and existing leases of real and personal properties used by Fox Chase and the Fox Chase Subsidiaries SBBX or such SBBX Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.9.2. With respect to all material agreements pursuant to which Fox Chase SBBX or any Fox Chase SBBX Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase SBBX or such Fox Chase Subsidiary, as the case may be, any SBBX Subsidiary has a Lien lien or security interest (which, which to the SBBX’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.9.3. Fox Chase SBBX and each SBBX Subsidiary are insured with reputable insurers against such risks and in such amounts that management of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Subsidiary currently maintain insurance considered by Fox Chase SBBX reasonably determined to be reasonable for their respective operations in accordance prudent, sufficient and consistent with industry practice, and SBBX and each SBBX Subsidiary are in compliance in all material respects with their insurance policies. Neither Fox Chase Except as disclosed in SBBX Disclosure Schedule 4.9.3, neither SBBX nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), SBBX Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially materially increased. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by SBBX or any SBBX Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years SBBX and each SBBX 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. SBBX Disclosure Schedule 4.9.3 identifies all material policies of insurance maintained by SBBX and the SBBX Subsidiaries.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. Except as set forth in GLB DISCLOSURE SCHEDULE 4.10, GLB and each Fox Chase GLB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase GLB or any Fox Chase each GLB Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase GLB Regulatory Reports and in the Fox Chase GLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an GLB Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase GLB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase GLB and the Fox Chase GLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase GLB and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase GLB or any Fox Chase GLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase GLB or such Fox Chase GLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the GLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase GLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase GLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase GLB nor any Fox Chase GLB Subsidiary, except as set forth disclosed in Fox Chase Disclosure Schedule 4.9(cGLB DISCLOSURE SCHEDULE 4.10.3(a), has received notice from any insurance carrier during the past two years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by GLB or any GLB Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last two years GLB and each GLB 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. GLB DISCLOSURE SCHEDULE 4.10.3(b) identifies all material policies of insurance maintained by GLB and each GLB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each Fox Chase BHLB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties ownedowned by BHLB or such BHLB Subsidiary, and as to securities heldapplicable, by Fox Chase or any Fox Chase Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Fox Chase Regulatory Reports and in the Fox Chase BHLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase BHLB and the Fox Chase BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase BHLB and the Fox Chase BHLB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Fox Chase BHLB or any Fox Chase BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase BHLB or such Fox Chase BHLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the BHLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase . 5.9.3 BHLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase BHLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase BHLB nor any Fox Chase BHLB Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth listed on Fox Chase BHLB Disclosure Schedule 4.9(c)5.9.3, there are presently no material claims pendingpending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the last three (3) years BHLB and each BHLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and each BHLB 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. BHLB has made available to CBT copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage.  (a) Fox Chase Landmark and each Fox Chase Subsidiary has of the Landmark Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Landmark or any Fox Chase Landmark Subsidiary in the conduct of their businessesbusinesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Landmark Regulatory Reports and in the Fox Chase Financial Statements Landmark Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value value, in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, (ii) inter-bank credit facilities, or any transaction by a Fox Chase Landmark Subsidiary acting in a fiduciary capacity, (iiiii) those reflected in the notes to the Landmark Financials, (iv) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (ivv) those described and reflected the items disclosed in the Fox Chase Financial StatementsLandmark Disclosure Schedule 2.11. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Landmark and the Fox Chase Landmark Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Fox Chase Landmark and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is Except as disclosed in default in any material Landmark Disclosure Schedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect under any to such leases and lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or commitments are as disclosed in the aggregate, will not have a Material Adverse Effect on Fox Chase.notes to the Landmark Financials.  (b) With respect to all material agreements pursuant to which Fox Chase Landmark or any Fox Chase Landmark Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Landmark or such Fox Chase Landmark Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, 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. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase A true and complete copy of each Fox Chase agreement pursuant to which Landmark or any of the Landmark Subsidiaries leases any real property (such agreements, together with any 29 amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered to Fidelity and all such Leases are listed on Landmark Disclosure Schedule 2.11(c). Assuming due authorization, execution and delivery by each Party thereto other than Landmark or a Landmark Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. Except as set forth on Landmark Disclosure Schedule 2.11(c), there is not under any such Lease any material existing default by Landmark or any of the Landmark Subsidiaries or, to the Knowledge of Landmark, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in Landmark Disclosure Schedule 2.06 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on Landmark.  (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which Landmark and the Landmark Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Landmark.  (e) A true and complete copy of each agreement pursuant to which Landmark or any of the Landmark Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to Fidelity. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of Landmark, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on Landmark.  (f) Landmark and the Landmark Subsidiaries currently maintain insurance considered by Fox Chase Landmark to be reasonable for their respective operations and similar in accordance with industry practicescope and coverage to that maintained by other businesses similarly engaged. Neither Fox Chase Landmark nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Landmark Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by Landmark or any Landmark Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last five (5) years Landmark has received each type of insurance coverage for which it has 30 

Ownership of Property; Insurance Coverage. (a) Fox Chase FS Bancorp and each Fox Chase FS Bancorp Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase FS Bancorp or any Fox Chase each FS Bancorp Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase FS Bancorp Regulatory Reports and in the Fox Chase FS Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, 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 the FHLB, inter-bank credit facilities, or any transaction by a Fox Chase FS Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens 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 (ivv) those described and reflected in the Fox Chase FS Bancorp Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase FS Bancorp and the Fox Chase FS Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase FS Bancorp and the Fox Chase FS Bancorp Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase FS Bancorp or any Fox Chase FS Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase FS Bancorp or such Fox Chase FS Bancorp Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the FS Bancorp’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase FS Bancorp and each Fox Chase FS Bancorp Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable in all material respects for their respective operations in accordance with industry practiceoperations. Neither Fox Chase FS Bancorp nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), FS Bancorp Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there are There is presently no material claims pendingclaim pending under such policies of insurance and no notice has been given by FS Bancorp or any FS Bancorp Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years FS Bancorp and each FS Bancorp Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. Except as set forth in GCB DISCLOSURE SCHEDULE 4.10, GCB and each Fox Chase GCB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase GCB or any Fox Chase each GCB Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase GCB Regulatory Reports and in the Fox Chase GCB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an GCB Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase GCB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase GCB and the Fox Chase GCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase GCB and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase GCB or any Fox Chase GCB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase GCB or such Fox Chase GCB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the GCB's Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase GCB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase GCB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase GCB nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), GCB Subsidiary has received notice from any insurance carrier during the past two years that (i) such insurance will be canceled or that, during the past five (5) years, that coverage thereunder will be materially 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by GCB or any GCB Subsidiary under such policies (other than with respect to health, disability or worker's compensation insurance). All such insurance is valid and enforceable and in full force and effect in all material respects, and within the last two years GCB and each GCB 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. GCB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by GCB and each GCB Subsidiary.

Ownership of Property; Insurance Coverage. (a) Fox Chase Brunswick and each Fox Chase Brunswick Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Brunswick Regulatory Reports and in the Fox Chase Brunswick Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, FRB, inter-bank credit facilities, facilities or any transaction by a Fox Chase Brunswick Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Brunswick Financial StatementsStatements (together “Brunswick Permitted Liens”). Such securities are valued on the books of Fox Chase Brunswick and each of the Fox Chase Brunswick Subsidiaries in accordance with GAAP. Fox Chase Brunswick and the Fox Chase Brunswick Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Brunswick and the Fox Chase Brunswick Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase Brunswick nor any Fox Chase Brunswick Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseBrunswick. (b) With respect to all material agreements pursuant to which Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Brunswick or such Fox Chase Brunswick Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, is a valid, perfected first Lien) 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. Fox Chase Brunswick and each of the Fox Chase Brunswick Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase Brunswick and each such Fox Chase Brunswick Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Brunswick and each Fox Chase Brunswick Subsidiary currently maintain maintains insurance considered by Fox Chase Brunswick to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase Brunswick nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Brunswick Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth provided on Fox Chase Brunswick Disclosure Schedule 4.9(c), there are presently no material claims pendingpending under such policies of insurance and no notices have been given by Brunswick or any Brunswick Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Brunswick and each Brunswick 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. Brunswick Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by Brunswick and each Brunswick Subsidiary, as well as the other matters required to be disclosed under this Section 4.9(c).

Ownership of Property; Insurance Coverage. (a) Fox Chase NBT and each Fox Chase Subsidiary has NBT Bank have good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, owned by NBT and as to securities held, by Fox Chase or any Fox Chase Subsidiary NBT Bank in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Regulatory Reports and in the Fox Chase Financial Statements NBT 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 business, since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, the Federal Reserve Bank of New York or the Federal Home Loan Bank of New York or inter-bank credit facilities, or any transaction by a Fox Chase Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase NBT Financial Statements. Such securities are valued on the books of Fox Chase NBT and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase and the Fox Chase SubsidiariesNBT Bank, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Fox Chase NBT and the Fox Chase Subsidiaries NBT Bank in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase To NBT and NBT Bank’s knowledge, neither NBT nor any Fox Chase Subsidiary NBT Bank is in default in any material respect under any lease for any real or personal property to which either Fox Chase NBT or any Fox Chase Subsidiary NBT Bank is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults thatwhich, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseNBT or NBT Bank. (b) With respect to all material agreements pursuant to which Fox Chase or any Fox Chase Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase or such Fox Chase Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, 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. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Subsidiary currently maintain insurance considered by Fox Chase to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there are presently no material claims pending

Ownership of Property; Insurance Coverage. (a) Fox Chase Except as set forth in the Disclosure Letter, Seller and each Fox Chase Seller Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Seller or any Fox Chase each Seller Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Fox Chase Regulatory Reports and in the Fox Chase most recent Seller Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase Seller Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Seller and the Fox Chase Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Seller and the Fox Chase Seller Subsidiaries in the conduct of their businesses to occupy or 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. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default all respects in any material respect under any the notes to the Seller Financial Statements. Each real estate lease for any real that will require the consent of the lessor or personal property its agent to which either Fox Chase consummate the effects intended by the Merger or any Fox Chase Subsidiary is otherwise as a party, and there has not occurred any event that, with lapse result of time the Merger or the giving Bank Merger by virtue of notice or both, would constitute the terms of any such default, except for such defaults that, either individually or lease is listed in the aggregate, will not have a Material Adverse Effect on Fox ChaseDisclosure Letter identifying the section of the lease that contains such prohibition or restriction. (b) With respect to all material agreements pursuant to which Fox Chase Seller or any Fox Chase Seller Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Seller or such Fox Chase Seller Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Seller's Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Subsidiary currently maintain insurance considered by Fox Chase to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there are presently no material claims pending

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. Except as set forth in GCB DISCLOSURE SCHEDULE 4.10, GCB and each Fox Chase GCB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase GCB or any Fox Chase each GCB Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase GCB Regulatory Reports and in the Fox Chase GCB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an GCB Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase GCB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase GCB and the Fox Chase GCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase GCB and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase GCB or any Fox Chase GCB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase GCB or such Fox Chase GCB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the GCB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase GCB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase GCB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase GCB nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), GCB Subsidiary has received notice from any insurance carrier during the past two years that (i) such insurance will be canceled or that, during the past five (5) years, that coverage thereunder will be materially 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by GCB or any GCB Subsidiary under such policies (other than with respect to health, disability or worker’s compensation insurance). All such insurance is valid and enforceable and in full force and effect in all material respects, and within the last two years GCB and each GCB 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. GCB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by GCB and each GCB Subsidiary.

Ownership of Property; Insurance Coverage. (a) Fox Chase Xxxxxxx Xxxx and each Fox Chase Subsidiary Xxxxxxx Xxxx Xxxxxxxxxx has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase Xxxxxxx Xxxx or any Fox Chase Subsidiary Xxxxxxx Xxxx Xxxxxxxxxx in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Xxxxxxx Xxxx Regulatory Reports and in the Fox Chase Xxxxxxx Xxxx Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, FRB, inter-bank credit facilities, facilities or any transaction by a Fox Chase Xxxxxxx Xxxx Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not materially adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Xxxxxxx Xxxx Financial StatementsStatements (together “Xxxxxxx Xxxx Permitted Liens”). Such securities are valued on the books of Fox Chase Xxxxxxx Xxxx and each of the Fox Chase Xxxxxxx Xxxx Subsidiaries in accordance with GAAP. Fox Chase Xxxxxxx Xxxx and the Fox Chase SubsidiariesXxxxxxx Xxxx Xxxxxxxxxxxx, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Xxxxxxx Xxxx and the Fox Chase Xxxxxxx Xxxx Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase Xxxxxxx Xxxx nor any Fox Chase Xxxxxxx Xxxx Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase Xxxxxxx Xxxx or any Fox Chase Xxxxxxx Xxxx Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseXxxxxxx Xxxx. (b) With respect to all material agreements pursuant to which Fox Chase Xxxxxxx Xxxx or any Fox Chase Subsidiary Xxxxxxx Xxxx Xxxxxxxxxx has purchased securities subject to an agreement to resell, if any, Fox Chase Xxxxxxx Xxxx or such Fox Chase SubsidiaryXxxxxxx Xxxx Xxxxxxxxxx, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, is a valid, perfected first Lien) 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. Fox Chase Xxxxxxx Xxxx and each of the Fox Chase Xxxxxxx Xxxx Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase Xxxxxxx Xxxx and each such Fox Chase Subsidiary Xxxxxxx Xxxx Xxxxxxxxxx believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Xxxxxxx Xxxx and each Fox Chase Subsidiary Xxxxxxx Xxxx Xxxxxxxxxx currently maintain maintains insurance considered by Fox Chase Xxxxxxx Xxxx to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase Xxxxxxx Xxxx nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Xxxxxxx Xxxx Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that, during the past five (5) years, 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. Except as set forth provided on Fox Chase Xxxxxxx Xxxx Disclosure Schedule 4.9(c), there are presently no material claims pendingpending under such policies of insurance and no notices have been given by Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Xxxxxxx Xxxx and each Xxxxxxx Xxxx 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. Xxxxxxx Xxxx Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by Xxxxxxx Xxxx and each Xxxxxxx Xxxx Xxxxxxxxxx, as well as the other matters required to be disclosed under this Section 4.9(c).

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.10.1. Guaranty Financial and each Fox Chase Guaranty Financial Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Guaranty Financial or any Fox Chase each Guaranty Financial Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Guaranty Financial Regulatory Reports and in the Fox Chase Guaranty Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an Guaranty Financial Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Guaranty Financial Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Guaranty Financial and the Fox Chase Guaranty Financial Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Guaranty Financial and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.10.2. With respect to all material agreements pursuant to which Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Guaranty Financial or such Fox Chase Guaranty Financial Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Guaranty Financial’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Fox Chase Guaranty Financial and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase Guaranty Financial Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase Guaranty Financial nor any Fox Chase Guaranty Financial Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier during the past two years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by Guaranty Financial or any Guaranty Financial Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last two years Guaranty Financial and each Guaranty Financial 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. GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Guaranty Financial and each Guaranty Financial Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase Investors Bancorp and each Fox Chase Investors Bancorp Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Investors Bancorp or any Fox Chase each Investors Bancorp Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Regulatory Reports and in the Fox Chase Financial Statements Investors 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 business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an Investors Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial StatementsInvestors Financials. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Investors Bancorp and the Fox Chase Investors Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Investors Bancorp and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase Investors Bancorp or any Fox Chase Investors Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Investors Bancorp or such Fox Chase Investors Bancorp Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Investors Bancorp’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Investors Bancorp and each Fox Chase Investors Bancorp Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase Investors Bancorp nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Investors Bancorp Subsidiary has received notice from any insurance carrier since December 31, 2009 that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by Investors Bancorp or any Investors Bancorp Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and since December 31, 2009 Investors Bancorp and each Investors Bancorp Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each Fox Chase BHLB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties ownedowned by BHLB or such BHLB Subsidiary, and as to securities heldapplicable, by Fox Chase or any Fox Chase Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Fox Chase Regulatory Reports and in the Fox Chase BHLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase an BHLB Subsidiary acting in a fiduciary capacity, and (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase BHLB and the Fox Chase BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase BHLB and the Fox Chase BHLB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Fox Chase BHLB or any Fox Chase BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase BHLB or such Fox Chase BHLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the BHLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase . 5.9.3 BHLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase BHLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase BHLB nor any Fox Chase BHLB Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth listed on Fox Chase BHLB Disclosure Schedule 4.9(c)5.9.3, there are presently no material claims pendingpending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the last three (3) years BHLB and each BHLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and each BHLB 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. BHLB has made available to Commerce copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1. First Sentry Bancshares and each Fox Chase First Sentry Bancshares Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase First Sentry Bancshares or any Fox Chase each First Sentry Bancshares Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Regulatory Reports and in the Fox Chase First Sentry Bancshares Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase First Sentry Bancshares Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase First Sentry Bancshares Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase First Sentry Bancshares and the Fox Chase First Sentry Bancshares Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase First Sentry Bancshares and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 5.9.2. With respect to all material agreements pursuant to which Fox Chase First Sentry Bancshares or any Fox Chase First Sentry Bancshares Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase or such Fox Chase First Sentry Bancshares Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the First Sentry Bancshares’ Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.9.3. Fox Chase First Sentry Bancshares and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase First Sentry Bancshares Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase First Sentry Bancshares nor any Fox Chase First Sentry Bancshares Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any an insurance carrier during the past two years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by First Sentry Bancshares or any First Sentry Bancshares Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last two years First Sentry Bancshares and each First Sentry Bancshares 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. FIRST SENTRY BANCSHARES DISCLOSURE SCHEDULE 5.9.3 identifies all material policies of insurance maintained by First Sentry Bancshares and each First Sentry Bancshares Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase Except as set forth in the Disclosure Letter, Seller and each Fox Chase Seller Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Seller or any Fox Chase each Seller Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Fox Chase Regulatory Reports and in the Fox Chase most recent Seller Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Fox Chase Seller Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Seller and the Fox Chase Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Seller and the Fox Chase Seller Subsidiaries in the conduct of their businesses to occupy or 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. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default all respects in any material respect under any the notes to the Seller Financial Statements. Each real estate lease for any real that will require the consent of the lessor or personal property its agent to which either Fox Chase consummate the effects intended by the Merger or any Fox Chase Subsidiary is otherwise as a party, and there has not occurred any event that, with lapse result of time the Merger or the giving Bank Merger by virtue of notice or both, would constitute the terms of any such default, except for such defaults that, either individually or lease is listed in the aggregate, will not have a Material Adverse Effect on Fox ChaseDisclosure Letter identifying the section of the lease that contains such prohibition or restriction. (b) With respect to all material agreements pursuant to which Fox Chase Seller or any Fox Chase Seller Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Seller or such Fox Chase Seller Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Seller’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Seller and each Fox Chase Seller Subsidiary currently maintain insurance considered by Fox Chase to be for reasonable for their respective operations amounts with financially sound and reputable insurance companies, against such risks as companies engaged in a similar business would, in accordance with industry good business practice, customarily be insured. Neither Fox Chase Seller nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Seller Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by Seller or any Seller Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. The Seller Disclosure Letter identifies all policies of insurance maintained by Seller and each Seller Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase Alpena Banking Corporation and each Fox Chase Alpena Banking Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase it or any Fox Chase each Alpena Banking Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Regulatory Reports and in the Fox Chase Financial Statements Alpena Banking 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 business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an Alpena Banking Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens liens affecting real property which that do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial StatementsAlpena Banking Financials. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Alpena Banking Corporation and the Fox Chase Alpena Banking Corporation Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Alpena Banking Corporation and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase Alpena Banking Corporation or any Fox Chase Alpena Banking Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Alpena Banking Corporation or such Fox Chase Alpena Banking Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Alpena Banking Corporation’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Alpena Banking Corporation and each Fox Chase Alpena Banking Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase Except as Previously Disclosed, neither Alpena Banking Corporation nor any Fox Chase Alpena Banking Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier since December 31, 2010 that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c)Previously Disclosed, there are presently no material claims pendingpending under such policies of insurance and no notices have been given by Alpena Banking Corporation or any Alpena Banking Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and since December 31, 2010, Alpena Banking Corporation and each Alpena Banking 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.

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.9.1 Except as set forth on BHLB Disclosure Schedule 5.9.1, BHLB and each Fox Chase BHLB Subsidiary has good and, as to real property and securitiesproperty, marketable insurable title to all material assets and properties ownedowned by BHLB or such BHLB Subsidiary, and as to securities heldapplicable, by Fox Chase or any Fox Chase Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Fox Chase Regulatory Reports and in the Fox Chase BHLB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial StatementsPermitted Liens. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase BHLB and the Fox Chase BHLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase BHLB and the Fox Chase BHLB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is 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 default in any all material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or respects in the aggregate, will not have a Material Adverse Effect on Fox Chasenotes to the BHLB Financial Statements. (b) 5.9.2 With respect to all material agreements pursuant to which Fox Chase BHLB or any Fox Chase BHLB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase BHLB or such Fox Chase BHLB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the BHLB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase . 5.9.3 BHLB and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase BHLB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase BHLB nor any Fox Chase BHLB Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth listed on Fox Chase BHLB Disclosure Schedule 4.9(c)5.9.3, there are presently no material claims pendingpending under such policies of insurance and no notices of claim have been given by BHLB or any BHLB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect (other than insurance that expires in accordance with its terms), and within the last three (3) years BHLB and each BHLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. BHLB Disclosure Schedule 5.9.3 identifies all policies of insurance maintained by BHLB and each BHLB 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. BHLB has made available to FCB copies of all of the policies listed on BHLB Disclosure Schedule 5.9.3.

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.9.1. FNBNY and each Fox Chase FNBNY Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase FNBNY or any Fox Chase each FNBNY Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase FNBNY Regulatory Reports and in the Fox Chase FNBNY Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an FNBNY Table of Contents Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase FNBNY Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase FNBNY and the Fox Chase FNBNY Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase FNBNY and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) 4.9.2. With respect to all material agreements pursuant to which Fox Chase FNBNY or any Fox Chase FNBNY Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase FNBNY or such Fox Chase FNBNY Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the FNBNY’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.9.3. Fox Chase FNBNY and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase and each Fox Chase FNBNY Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable for their respective operations in accordance with industry practiceoperations. Neither Fox Chase FNBNY nor any Fox Chase FNBNY Subsidiary, except as set forth disclosed in Fox Chase FNBNY Disclosure Schedule 4.9(c)4.9.3, has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by FNBNY or any FNBNY Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years FNBNY and each FNBNY 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. FNBNY Disclosure Schedule 4.9.3 identifies all material policies of insurance maintained by FNBNY and each FNBNY Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase Seller and each Fox Chase Seller Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase Seller or any Fox Chase each Seller Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Seller Regulatory Reports and in the Fox Chase Seller Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, 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 the FHLB, inter-bank credit facilities, or any transaction by a Fox Chase Seller Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens 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 (ivv) those described and reflected in the Fox Chase Seller Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase Seller and the Fox Chase Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Seller and the Fox Chase Seller Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase Seller or any Fox Chase Seller Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Seller or such Fox Chase Seller Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the Seller’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Seller and each Fox Chase Seller Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable in all material respects for their respective operations in accordance with industry practiceoperations. Neither Fox Chase Seller nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Seller Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there are There is presently no material claims pendingclaim pending under such policies of insurance and no notice has been given by Seller or any Seller Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller 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 claim submitted under any of its insurance policies. Seller Disclosure Schedule 3.09(c) identifies all material policies of insurance maintained by Seller and each Seller Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase EN Bancorp and each Fox Chase EN Bancorp Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase EN Bancorp or any Fox Chase each EN Bancorp Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase EN Bancorp Regulatory Reports and in the Fox Chase EN Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, 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 the FHLB, inter-bank credit facilities, or any transaction by a Fox Chase EN Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (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, (v) those described and reflected in the Fox Chase EN Bancorp Financial Statements, and (vi) as set forth in Disclosure Schedule 3.09(a). Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase EN Bancorp and the Fox Chase EN Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase EN Bancorp and the Fox Chase EN Bancorp Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase EN Bancorp or any Fox Chase EN Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase EN Bancorp or such Fox Chase EN Bancorp Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the EN Bancorp’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase EN Bancorp and each Fox Chase EN Bancorp Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable in all material respects for their respective operations in accordance with industry practiceoperations. Neither Fox Chase nor any Fox Chase Subsidiary, except Other than customary end of contract termination or as set forth in Fox Chase EN Bancorp Disclosure Schedule 4.9(c3.09(c), neither EN Bancorp nor any EN Bancorp Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase in EN Bancorp Disclosure Schedule 4.9(c3.09(c), there are is presently no material claims pendingclaim pending under such policies of insurance and no notice has been given by EN Bancorp or any EN Bancorp Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and

Ownership of Property; Insurance Coverage. (a) Fox Chase Riverview and each Fox Chase Riverview Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase Riverview or any Fox Chase Riverview Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase Riverview Regulatory Reports and in the Fox Chase Riverview Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, FRB, inter-bank credit facilities, facilities or any transaction by a Fox Chase Riverview Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Riverview Financial StatementsStatements (together “Riverview Permitted Liens”). Such securities are valued on the books of Fox Chase Riverview and each of the Fox Chase Riverview Subsidiaries in accordance with GAAP. Fox Chase Riverview and the Fox Chase Riverview Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Riverview and the Fox Chase Riverview Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase Riverview nor any Fox Chase Riverview Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase Riverview or any Fox Chase Riverview Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseRiverview. (b) With respect to all material agreements pursuant to which Fox Chase Riverview or any Fox Chase Riverview Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase Riverview or such Fox Chase Riverview Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, is a valid, perfected first Lien) 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. Fox Chase Riverview and each of the Fox Chase Riverview Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase Riverview and each such Fox Chase Riverview Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase Riverview and each Fox Chase Riverview Subsidiary currently maintain maintains insurance considered by Fox Chase Riverview to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase Riverview nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), Riverview Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth provided on Fox Chase Riverview Disclosure Schedule 4.9(c), there are presently no material claims pendingpending under such policies of insurance and no notices have been given by Riverview or any Riverview Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Riverview and each Riverview 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. Riverview Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by Riverview and each Riverview Subsidiary, as well as the other matters required to be disclosed under this Section 4.9(c).

Ownership of Property; Insurance Coverage. (a) Fox Chase FCB and each Fox Chase FCB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase FCB or any Fox Chase each FCB Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase FCB Regulatory Reports and in the Fox Chase FCB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, 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 the FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an FCB Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary Liens 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, (v) liens for ground rent and (ivvi) those described and reflected in the Fox Chase FCB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase FCB and the Fox Chase FCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase FCB and the Fox Chase FCB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase. (b) With respect to all material agreements pursuant to which Fox Chase FCB or any Fox Chase FCB Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase FCB or such Fox Chase FCB Subsidiary, as the case may be, has a Lien lien or security interest (which, which to the FCB’s Knowledge of Fox Chase, is a valid, perfected first Lienlien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase FCB and each Fox Chase FCB Subsidiary currently maintain insurance considered by Fox Chase each of them to be reasonable in all material respects for their respective operations in accordance with industry practiceoperations. Neither Fox Chase FCB nor any Fox Chase Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), FCB Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that, during the past five (5) years, 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. Except as set forth on Fox Chase in FCB Disclosure Schedule 4.9(c3.09(c), there are is presently no material claims pendingclaim pending under such policies of insurance and no notice has been given by FCB or any FCB Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years FCB and each FCB 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 claim submitted under any of its insurance policies. FCB Disclosure Schedule 3.09(c) identifies all material policies of insurance maintained by FCB and each FCB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Fox Chase FNBPA and each Fox Chase FNBPA Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Fox Chase FNBPA Regulatory Reports and in the Fox Chase FNBPA Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Fox Chase an FNBPA Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase FNBPA Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase FNBPA and the Fox Chase FNBPA Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase FNBPA and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase FNBPA nor any Fox Chase FNBPA Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseFNBPA. (b) With respect to all material agreements pursuant to which Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary has purchased securities subject to an agreement to resell, if any, Fox Chase FNBPA or such Fox Chase FNBPA Subsidiary, as the case may be, has a Lien or security interest (which, to the Knowledge of Fox Chase, 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. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. (c) Fox Chase FNBPA and each Fox Chase FNBPA Subsidiary currently maintain insurance considered by Fox Chase FNBPA to be reasonable for their respective operations in accordance with industry practice. Neither Fox Chase FNBPA nor any Fox Chase FNBPA Subsidiary, except as set forth in Fox Chase Disclosure Schedule 4.9(c), has received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that, during the past five (5) years, 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. Except as set forth on Fox Chase Disclosure Schedule 4.9(c), there There are presently no material claims pendingpending under such policies of insurance and no notices have been given by FNBPA or any FNBPA Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect. Within the last three years, FNBPA and each FNBPA 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. Schedule 4.9(c) identifies all material policies of insurance maintained by FNBPA and each FNBPA Subsidiary.