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

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC or any FLC 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 FLC Regulatory Reports and in the FLC Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Financials. (b) With respect to all agreements pursuant to which FLC or any FLC Subsidiary has purchased securities subject to an agreement to resell, if any, FLC or such FLC Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries currently maintain insurance considered by FLC to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC nor any FLC Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten years FLC 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) FLC Graystone and the FLC Graystone Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC Graystone or any FLC Graystone Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC Graystone Regulatory Reports and in the FLC Graystone Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Graystone Disclosure Schedule. FLC Graystone and the FLC Graystone Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC Graystone and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Graystone Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Graystone Financials. (b) With respect to all agreements pursuant to which FLC Graystone or any FLC Graystone Subsidiary has purchased securities subject to an agreement to resell, if any, FLC Graystone or such FLC Graystone Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC Graystone and the FLC Graystone Subsidiaries currently maintain insurance considered by FLC Graystone to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC Graystone nor any FLC Graystone Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Graystone Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by FLC Graystone or First Lehigh Graystone Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten years FLC Graystone has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

Ownership of Property; Insurance Coverage. (a) FLC Except as disclosed in the Bankers Disclosure Schedule, Bankers and the FLC Bankers Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC Bankers or any FLC Bankers Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC Bankers Regulatory Reports and in the FLC Bankers Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC Bankers and the FLC Bankers Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC Bankers and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Bankers Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the FLC Bankers Financials. (b) With respect to all agreements pursuant to which FLC Bankers or any FLC Bankers Subsidiary has purchased securities subject to an agreement to resell, if any, FLC Bankers or such FLC Bankers Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC Bankers and the FLC Bankers Subsidiaries currently maintain insurance considered by FLC Bankers to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC Bankers nor any FLC Bankers Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC Bankers or First Lehigh Bank Bankers Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten three years FLC Bankers has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries haveExcept as disclosed in WEST ESSEX Disclosure Schedule 3.09, or will have as to property acquired after the date hereof, WEST ESSEX has good and, as to real property, marketable title to all material assets and properties owned by FLC or any FLC Subsidiary WEST ESSEX in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC WEST ESSEX Regulatory Reports and in the FLC WEST ESSEX Bancorp Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, or any transaction by WEST ESSEX acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC SubsidiariesWEST ESSEX, as lessee, have has the right under valid and subsisting leases of real and personal properties used by FLC and its Subsidiaries WEST ESSEX in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC WEST ESSEX Disclosure ScheduleSchedule 3.09, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC WEST ESSEX Bancorp Financials. (b) With respect to all material agreements pursuant to which FLC or any FLC Subsidiary WEST ESSEX has purchased securities subject to an agreement to resell, if any, FLC WEST ESSEX has a lien or such FLC Subsidiary, as the case may be, has security interest (which to WEST ESSEX's knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries WEST ESSEX currently maintain maintains insurance considered by FLC WEST ESSEX to be reasonable for their respective operations and similar its operations, in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither FLC nor any FLC Subsidiary WEST ESSEX has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank WEST ESSEX under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten years FLC three years, and WEST ESSEX has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. WEST ESSEX Disclosure Schedule 3.09 identifies all policies of insurance maintained by WEST ESSEX.

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries haveExcept as set forth in First Bell Bancorp Disclosure Schedule 3.09(a), or will have as to property acquired after the date hereof, First Bell Bancorp axx xhe Bell Federal Savings each has good and, as to real tx xxal property, marketable marxxxxble title to all material assets and properties owned by FLC First Bell Bancorp or any FLC Subsidiary Bell Federal Savings in the conduct of their businessesbusixxxx, whether such assets suxx xssets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC First Bell Bancorp Regulatory Reports and in the FLC Financials First Bell Bancorp Fixxxxials or acquired subsequent thereto (except to xx the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, or to the Knowledge of First Bell Bancorp, adverse encumbrances, except (i) those items which whxxx secure repurchase agreements and liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Pittsburgh, inter-bank credit facilities, or any transaction by Bell Federal Savings acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory sxxxxtory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, . First Bell Bancorp and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC SubsidiariesBell Federal Savings, as lessee, have the right under uxxxx valid and subsisting suxxxxting leases of real and personal properties used by FLC First Bell Bancorp and its Subsidiaries Bell Federal Savings in the conduct of their businesses busxxxxs to occupy or use ox xxe all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC First Bell Bancorp Financials. (b) With respect to all agreements agreemexxx pursuant to which FLC First Bell Bancorp or any FLC Subsidiary Bell Federal Savings has purchased securities subject xxxject to an agreement axxxxment to resell, if any, FLC First Bell Bancorp or such FLC Subsidiary, as the case may be, Bell Federal Savings has a lien or security ixxxxest (which to Xxxxt Bell Bancorp's Knowledge is a valid, perfected first lien or security interest lien) in the securities xxcurities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC First Bell Bancorp and the FLC Subsidiaries Bell Federal Savings currently maintain insurance insuxxxxe considered by FLC bx Xxrst Bell Bancorp to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither FLC nor any FLC Subsidiary Fixxx Bell Bancorp has not received notice from any insurance carrier carrxxx that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank Bell Bancorp under such policies. All such insurance is valid and valix xxd enforceable and in full force and effect, and within the last ten three (3) years FLC First Bell Bancorp has received each type of insurance coverage for which it whicx xx has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.. First Bell Bancorp Disclosure Schedule 3.09

Ownership of Property; Insurance Coverage. (a) FLC Winside Bancshares and the FLC Subsidiaries have, or will Winside State Bank have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FLC or any FLC Subsidiary it in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC Regulatory Reports and in the FLC Winside Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by Winside State Bank acting in a Federal Home Loan Bankfiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith, (iii) items permitted under Article IVnon-monetary liens affecting real property that do not adversely affect the value or use of such real property, and (iv) the items disclosed those described and reflected in the FLC Disclosure ScheduleWinside Financials. FLC Winside Bancshares and the FLC SubsidiariesWinside State Bank, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by FLC Winside Bancshares and its Subsidiaries Winside State Bank in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Financials. (b) With respect to all agreements pursuant to which FLC or any FLC Subsidiary has purchased securities subject to an agreement to resell, if any, FLC or such FLC Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, Winside Bancshares and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries Winside State Bank currently maintain insurance considered by FLC each of them to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither FLC Winside Bancshares nor any FLC Subsidiary Winside State Bank has received notice from any insurance carrier since December 31, 2011 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC Winside Bancshares or First Lehigh Winside State Bank under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last ten years FLC 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) FLC Main Street and the FLC Main Street Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC Main Street or any FLC Main Street Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC Main Street Regulatory Reports and in the FLC Main Street Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC Main Street and the FLC Main Street Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC Main Street and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the FLC Main Street Financials. (b) With respect to all agreements pursuant to which FLC Main Street or any FLC Main Street Subsidiary has purchased securities subject to an agreement to resell, if any, FLC Main Street or such FLC Main Street Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC Main Street and the FLC Main Street Subsidiaries currently maintain insurance considered by FLC Main Street to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC Main Street nor any FLC Main Street Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC Main Street or First Lehigh Main Street Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten three years FLC has Main Street and Main Street Bank have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies.

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries have4.10.1. Except as set forth in CAB DISCLOSURE SCHEDULE 4.10.1, or will have as to property acquired after the date hereof, CAB has good and, as to real property, marketable title to all material assets and properties owned by FLC or any FLC Subsidiary CAB in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the FLC Regulatory Reports and in the FLC Financials most recent CAB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, reverse repurchase agreements and liabilities for borrowed money from or any transaction by CAB acting in a Federal Home Loan Bankfiduciary capacity, (iib) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (c) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC SubsidiariesCAB, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by FLC and its Subsidiaries CAB in the conduct of their businesses its business to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Financialsit. (b) 4.10.2. With respect to all material agreements pursuant to which FLC or any FLC Subsidiary CAB has purchased securities subject to an agreement to resell, if any, FLC CAB has a lien or such FLC Subsidiary, as the case may be, has security interest (which to CAB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries 4.10.3. CAB currently maintain maintains insurance considered by FLC it to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedits operations. Neither FLC nor any FLC Subsidiary CAB has not received notice from any insurance carrier that (ia) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (iib) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank CAB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten three years FLC CAB has received each type of insurance coverage for which it has applied and during such periods has period have not been denied indemnification for any material claims submitted under any of its insurance policies. CAB DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by CAB as well as the other matters required to be disclosed under this Section 4.10.

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries have, or will have as to property acquired after the date hereof, MWCB has good and, as to real property, marketable title to all material assets and properties owned by FLC or any FLC Subsidiary MWCB in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC MWCB Regulatory Reports and in the FLC MWCB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Boston, inter-bank credit facilities, or any transaction by MWCB acting in a Federal Home Loan Bankfiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC SubsidiariesMWCB, as lessee, have has the right under valid and subsisting leases of real and personal properties used by FLC and its Subsidiaries MWCB in the conduct of their its businesses to occupy or use all such properties as presently occupied and used by each of themit. Except as disclosed in the FLC MWCB Disclosure ScheduleSchedule 3.09(a), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC MWCB Financials. (b) With respect to all material agreements pursuant to which FLC or any FLC Subsidiary MWCB has purchased securities subject to an agreement to resell, if any, FLC MWCB has a lien or such FLC Subsidiary, as security interest (which to the case may be, has Knowledge of MWCB is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries MWCB currently maintain maintains insurance considered by FLC MWCB to be reasonable for their respective operations and similar its operations, in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither FLC nor any FLC Subsidiary MWCB has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank MWCB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten three years FLC MWCB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. MWCB Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by MWCB.

Ownership of Property; Insurance Coverage. (a) FLC and the FLC Subsidiaries have, or will have as to property acquired after the date hereof, 4.10.1 CBT has good and, as to real property, marketable title to all assets and properties owned by FLC or any FLC Subsidiary CBT 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 FLC Regulatory Reports and in the FLC Financials CBT 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 sheetsconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by CBT acting in a fiduciary capacity, and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC and the FLC SubsidiariesCBT, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by FLC and its Subsidiaries CBT in the conduct of their businesses its business to occupy or use all such properties as presently occupied and used by each of themit. Except as disclosed in the FLC Disclosure Schedule, such Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FLC FinancialsCBT Financial Statements. (b) 4.10.2 With respect to all material agreements pursuant to which FLC or any FLC Subsidiary CBT has purchased securities subject to an agreement to resell, if any, FLC CBT has a lien or such FLC Subsidiary, as the case may be, has security interest (which to CBT’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries 4.10.3 CBT currently maintain maintains insurance considered by FLC it to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedits operations. Neither FLC nor any FLC Subsidiary CBT has not received notice from any insurance carrier on or before the date hereof that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth listed on the FLC CBT Disclosure ScheduleSchedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by FLC or First Lehigh Bank CBT under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last ten three (3) years FLC CBT 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. CBT Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by CBT, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. CBT has made available to BHLB and Berkshire Bank copies of all of the policies listed on CBT Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) FLC NW Bancorp and each of the FLC NW Bancorp Subsidiaries havehas, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC NW Bancorp or any FLC NW Bancorp Subsidiary in the conduct of their businessesbusinesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC NW Bancorp Regulatory Reports and in the FLC NW Bancorp Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a NW Bancorp Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the NW Bancorp Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (ivv) the items disclosed in NW Bancorp Disclosure Schedule 2.11 (collectively the FLC Disclosure Schedule“NW Bancorp Permitted Encumbrances”). FLC NW Bancorp and the FLC NW Bancorp Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC NW Bancorp and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Section NW Bancorp Disclosure ScheduleSchedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC NW Bancorp Financials. (b) With respect to all agreements pursuant to which FLC NW Bancorp or any FLC NW Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, FLC NW Bancorp or such FLC NW Bancorp Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC A true and complete copy of each agreement pursuant to which NW Bancorp or any of the NW Bancorp Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered to ACNB. Assuming due authorization, execution and delivery by each Party thereto other than NW Bancorp or an NW Bancorp Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the FLC availability of equitable remedies. There is not under any such Lease any material existing default by NW Bancorp or any of the NW Bancorp Subsidiaries or, to the Knowledge of NW Bancorp, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in NW Bancorp Disclosure Schedule 2.04 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on NW Bancorp. (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which NW Bancorp and the NW Bancorp Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on NW Bancorp. (e) A true and complete copy of each agreement pursuant to which NW Bancorp or any of the NW Bancorp Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to ACNB. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of NW Bancorp, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on NW Bancorp. (f) NW Bancorp and the NW Bancorp Subsidiaries currently maintain insurance considered by FLC NW Bancorp to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC NW Bancorp nor any FLC NW Bancorp Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC NW Bancorp or First Lehigh Bank any NW Bancorp Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten five (5) years FLC NW Bancorp has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

Ownership of Property; Insurance Coverage. (a) FLC Penseco and each of the FLC Penseco Subsidiaries havehas, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by FLC Penseco or any FLC Penseco Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the FLC Penseco Regulatory Reports and in the FLC Penseco Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a Penseco Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the Penseco Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (ivv) the items disclosed in Section 2.09 of the FLC Penseco Disclosure ScheduleSchedule (collectively the “Penseco Permitted Encumbrances”). FLC Penseco and the FLC Penseco Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by FLC Penseco and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in Section 2.09 of the FLC Penseco Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Penseco Financials. (b) With respect to all agreements pursuant to which FLC Penseco or any FLC Penseco Subsidiary has purchased securities subject to an agreement to resell, if any, FLC Penseco or such FLC Penseco Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC Penseco and the FLC Penseco Subsidiaries currently maintain insurance considered by FLC Penseco to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC Penseco nor any FLC Penseco Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC Penseco or First Lehigh Bank Penn Security under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten (10) years FLC Penseco has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

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

Ownership of Property; Insurance Coverage. (a) FLC 5.9.1 Middlefield Banc Corp. and the FLC Subsidiaries have, or will have as to property acquired after the date hereof, each Middlefield Subsidiary has good and, as to regarding real property, marketable title to all assets and properties owned used by FLC Middlefield Banc Corp. or any FLC the Middlefield Subsidiary in the conduct of their businesses, whether such the assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent consolidated balance sheets contained sheet in the FLC Regulatory Reports and in the FLC Financials Middlefield Financial Statements or acquired subsequent thereto thereafter (except to the extent that such excepting assets and properties have been disposed of for fair value, in the ordinary course of business, business since the date of such the balance sheetssheet), subject to no encumbrances, liens, mortgages, security interests interests, or pledges, except (i1) those items which secure repurchase agreements and securing liabilities for borrowed money from public or statutory obligations or any discount with, borrowing from, or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements, or any transaction by a Federal Home Loan BankMiddlefield Subsidiary acting in a fiduciary capacity, and (ii2) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC Middlefield Banc Corp. and the FLC Middlefield Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by FLC Middlefield Banc Corp. and its the Middlefield Subsidiaries in the conduct of their businesses business to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing Existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such for the leases and lease commitments are as disclosed in all material respects in the notes to the FLC FinancialsMiddlefield Financial Statements. (b) With respect to 5.9.2 For all material agreements pursuant to under which FLC Middlefield Banc Corp. or any FLC a Middlefield Subsidiary has purchased securities subject to an agreement to resell, if any, FLC Middlefield Banc Corp. or such FLC Subsidiary, as the case may be, Middlefield Subsidiary has a valid, perfected first lien or security interest (which to Middlefield Banc Corp.’s Knowledge is a valid and perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC and the FLC Subsidiaries currently maintain insurance considered by FLC to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FLC nor any FLC Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by FLC or First Lehigh Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten years FLC 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) FLC 4.10.1. Except as set forth in BOP DISCLOSURE SCHEDULE 4.10.1, BOP and the FLC Subsidiaries have, or will have as to property acquired after the date hereof, each BOP Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by FLC BOP or any FLC each BOP Subsidiary in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the FLC Regulatory Reports and in the FLC Financials most recent BOP Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York and Atlantic Community Bankers Bank, inter-bank credit facilities, reverse repurchase agreements and liabilities for borrowed money from or any transaction by BOP or a Federal Home Loan BankBOP Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV, and (iv) the items disclosed in the FLC Disclosure Schedule. FLC BOP and the FLC BOP Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by FLC BOP and its the BOP Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in the FLC Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the FLC Financials. (b) 4.10.2. With respect to all material agreements pursuant to which FLC BOP or any FLC BOP Subsidiary has purchased securities subject to an agreement to resell, if any, FLC BOP or such FLC BOP Subsidiary, as the case may be, has a lien or security interest (which to BOP’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FLC 4.10.3. BOP and the FLC Subsidiaries each BOP Subsidiary currently maintain insurance considered by FLC each of them to be reasonable for their respective operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither FLC BOP nor any FLC BOP Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth on the FLC Disclosure Schedule, there There are presently no material claims pending under such policies of insurance and no notices have been given by FLC BOP or First Lehigh Bank any BOP Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last ten three years FLC has BOP and each BOP Subsidiary have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its insurance policies. BOP DISCLOSURE SCHEDULE 4.