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

Ownership of Property; Insurance Coverage. 5.9.1. PFS and each Significant Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS or each Significant Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS and the Significant Subsidiaries of PFS, as lessee, have the right under valid and subsisting leases of real and personal properties used by PFS and the Significant Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. PFS and each Significant Subsidiary of PFS currently maintain insurance considered by PFS to be reasonable for their respective operations. Neither PFS nor any Significant Subsidiary of PFS has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years PFS and each Significant Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.15.8.1. PFS and each Significant PFS Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS or each Significant PFS Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS Regulatory Reports and in the PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBFHLB and FRB, inter-bank credit facilities, or any transaction by a Significant PFS Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the PFS Financial Statements. PFS and the Significant Subsidiaries of PFSPFS Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS and the Significant its Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.25.8.2. PFS and each Significant PFS Subsidiary are insured with reputable insurers against such risks and in such amounts that management of PFS currently maintain insurance considered by PFS reasonably determined to be reasonable for prudent, sufficient and consistent with industry practice, and PFS and each PFS Subsidiary are in compliance in all material respects with their respective operationsinsurance policies. Neither PFS nor any Significant PFS Subsidiary of PFS has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by PFS or any PFS 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 PFS and each Significant Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.1. PFS (a) First Priority and each Significant First Priority Subsidiary of PFS has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by PFS First Priority or each Significant any First Priority Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS First Priority Regulatory Reports and in the First Priority 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 encumbrances, liens, mortgages, security interests or pledgesLiens, 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, facilities or any transaction by a Significant First Priority Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens Liens for amounts not yet delinquent or which 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 First Priority Financial Statements (together “First Priority Permitted Liens”). PFS Such securities are valued on the books of First Priority and each of the First Priority Subsidiaries in accordance with GAAP. First Priority and the Significant Subsidiaries of PFSFirst Priority Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS First Priority and the Significant First Priority Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither First Priority nor any First Priority Subsidiary is in default in any material respect under any lease for any real or personal property to which either First Priority or any First Priority 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 First Priority. 5.9.2(b) With respect to all agreements pursuant to which First Priority or any First Priority Subsidiary has purchased securities subject to an agreement to resell, if any, First Priority or such First Priority Subsidiary, as the case may be, has 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. PFS First Priority and each Significant of the First Priority Subsidiaries employs investment, securities risk management and other policies, practices and procedures that First Priority and each such First Priority Subsidiary believes are prudent and reasonable in the context of PFS such businesses. (c) First Priority and each First Priority Subsidiary currently maintain maintains insurance considered by PFS First Priority to be reasonable for their respective operationsoperations in accordance with industry practice. Neither PFS First Priority nor any Significant First Priority Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All , or (ii) premium costs (other than with respect to health or disability insurance) with respect to such insurance is valid and enforceable and in full force and effect, and within the last three years PFS and each Significant Subsidiary of PFS has received each type policies of insurance coverage for which it has applied and during such periods has not been denied indemnification for any will be substantially increased. Except as provided in First Priority Disclosure Schedule 4.9(c), there are presently no material claims submitted pending under such policies of insurance and no notices have been given by First Priority or any of its insurance First Priority Subsidiary under such policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.(other than with respect to health or disability

Ownership of Property; Insurance Coverage. 5.9.1. PFS (a) First Priority and each Significant First Priority Subsidiary of PFS has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by PFS First Priority or each Significant any First Priority Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS First Priority Regulatory Reports and in the First Priority 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 encumbrances, liens, mortgages, security interests or pledgesLiens, 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, facilities or any transaction by a Significant First Priority Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens Liens for amounts not yet delinquent or which 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 First Priority Financial Statements (together “First Priority Permitted Liens”). PFS Such securities are valued on the books of First Priority and each of the First Priority Subsidiaries in accordance with GAAP. First Priority and the Significant Subsidiaries of PFSFirst Priority Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS First Priority and the Significant First Priority Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither First Priority nor any First Priority Subsidiary is in default in any material respect under any lease for any real or personal property to which either First Priority or any First Priority 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 First Priority. 5.9.2(b) With respect to all agreements pursuant to which First Priority or any First Priority Subsidiary has purchased securities subject to an agreement to resell, if any, First Priority or such First Priority Subsidiary, as the case may be, has 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. PFS First Priority and each Significant of the First Priority Subsidiaries employs investment, securities risk management and other policies, practices and procedures that First Priority and each such First Priority Subsidiary believes are prudent and reasonable in the context of PFS such businesses. (c) First Priority and each First Priority Subsidiary currently maintain maintains insurance considered by PFS First Priority to be reasonable for their respective operationsoperations in accordance with industry practice. Neither PFS First Priority nor any Significant First Priority Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as provided in First Priority Disclosure Schedule 4.9(c), there are presently no material claims pending under such policies of insurance and no notices have been given by First Priority or any First Priority 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 PFS First Priority and each Significant First Priority Subsidiary of PFS 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 Priority Disclosure Schedule 4.9(c) identifies all material policies except of insurance maintained by First Priority and each First Priority Subsidiary, as well as the other matters required to be disclosed in PFS DISCLOSURE SCHEDULE 5.9.2under this Section 4.9(c).

Ownership of Property; Insurance Coverage. 5.9.1. PFS (i) IBT and each Significant IBT Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS IBT or each Significant IBT Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent IBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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, facilities or any transaction by a Significant Subsidiary of PFS IBT acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS IBT and the Significant Subsidiaries of PFSIBT Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS IBT and the Significant IBT Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the IBT Financial Statements. 5.9.2. PFS (ii) IBT and each Significant Subsidiary of PFS IBT currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS IBT nor any Significant Subsidiary of PFS IBT has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by IBT or any Significant Subsidiary of IBT under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years PFS IBT and each Significant Subsidiary of PFS IBT 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.policies. IBT Disclosure Schedule 5.1(h)

Ownership of Property; Insurance Coverage. 5.9.1. PFS (i) GCFC and each Significant GCFC Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS GCFC or each Significant any GCFC Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent GCFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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, facilities or any transaction by a Significant Subsidiary of PFS GCB or GCFC acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS GCFC and the Significant Subsidiaries of PFSeach GCFC Subsidiary, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS GCFC and the Significant Subsidiaries of PFS each GCFC Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the GCFC Financial Statements. 5.9.2. PFS (ii) GCFC and each Significant GCFC Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable customary and adequate for their respective operations. Neither PFS GCFC nor any Significant GCFC Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by GCFC, or any GCFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years PFS GCFC and each Significant GCFC Subsidiary of PFS 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. GCFC Disclosure Schedule 4.1(k) (ii) identifies all policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2of insurance maintained by GCFC and each GCFC Subsidiary.

Ownership of Property; Insurance Coverage. 5.9.1. PFS 5.10.1 AFC and each Significant AFC Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS AFC or each Significant Subsidiary of PFS AFC Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the PFS AFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBAFC, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Significant AFC Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS AFC and the Significant Subsidiaries of PFSAFC Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS AFC and the Significant AFC Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the AFC Financial Statements. 5.9.2. PFS 5.10.2 AFC and each Significant AFC Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS AFC nor any Significant Subsidiary of PFS AFC Subsidiary, has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as listed on AFC Disclosure Schedule 5.10.2, there are presently no claims pending under such policies of insurance and no notices of claim have been given by AFC or any AFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years PFS and each Significant Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.the

Ownership of Property; Insurance Coverage. 5.9.14.9.1. PFS and each Significant Subsidiary of PFS Except as set forth in KELSAN DISCLOSURE SCHEDULE 4.9.1, Kelsan has good and, as to real property, marketable title to all material assets and properties owned by PFS or each Significant Subsidiary of PFS Kelsan in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent Kelsan Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS and the Significant Subsidiaries of PFSKelsan, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by PFS and the Significant Subsidiaries of PFS Kelsan in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Kelsan Financial Statements. 5.9.24.9.2. PFS and each Significant Subsidiary of PFS Kelsan currently maintain maintains insurance considered by PFS it to be reasonable for their respective its operations. Neither PFS nor any Significant Subsidiary of PFS Kelsan has not received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Kelsan under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years PFS and each Significant Subsidiary of PFS Kelsan 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 except as disclosed in PFS policies. KELSAN DISCLOSURE SCHEDULE 5.9.24.

Ownership of Property; Insurance Coverage. 5.9.1. PFS 5.8.1 FCLF and each Significant FCLF Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS FCLF or each Significant FCLF Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS FCLF Financial Statements or FCLF Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant FCLF Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS FCLF and the Significant Subsidiaries of PFSFCLF Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS FCLF and the Significant its Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. PFS 5.8.2 FCLF and each Significant FCLF Subsidiary of PFS currently maintain insurance considered by PFS FCLF to be reasonable for their respective operations. Neither PFS FCLF nor any Significant FCLF Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by FCLF or any FCLF Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years PFS since July 9, 2006, FCLF and each Significant FCLF Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2policies.

Ownership of Property; Insurance Coverage. 5.9.1. PFS AANB and each Significant Subsidiary of PFS AANB has good and, as to real property, marketable title to all material assets and properties owned by PFS AANB or each Significant Subsidiary of PFS AANB in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS AANB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant Subsidiary of PFS AANB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS AANB and the Significant Subsidiaries of PFSAANB, as lessee, have the right under valid and subsisting leases of real and personal properties used by PFS AANB and the Significant Subsidiaries of PFS AANB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. PFS AANB and each Significant Subsidiary of PFS AANB currently maintain insurance considered by PFS AANB to be reasonable for their respective operations. Neither PFS AANB nor any Significant Subsidiary of PFS AANB has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years PFS AANB and each Significant Subsidiary of PFS AANB 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 except as disclosed in PFS AANB DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.14.9.1. PFS CFB and each Significant CFB Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS CFB or each Significant CFB Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS CFB Regulatory Reports and in the CFB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (ia) 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 Significant CFB Subsidiary of PFS acting in a fiduciary capacity, and (iib) statutory liens for amounts not yet delinquent or which are being contested in good faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected in the CFB Financial Statements. PFS CFB and the Significant Subsidiaries of PFSCFB Subsidiaries, as lessee, have the right under valid and subsisting enforceable leases of real and personal properties used by PFS CFB and the Significant CFB Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither CFB nor any CFB Subsidiary is in default under any lease for any real or personal property to which CFB or any CFB 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 a default. CFB is not a party to any agreement pursuant to which it has securitized any of its assets. 5.9.24.9.2. PFS With respect to all agreements pursuant to which CFB or any CFB Subsidiary has purchased securities subject to an agreement to resell, if any, CFB or such CFB Subsidiary, as the case may be, has a valid, perfected, first priority 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. 4.9.3. CFB and each Significant CFB Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS CFB nor any Significant CFB Subsidiary of PFS has received notice from any insurance carrier during the past five years that (a) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (b) 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 CFB Disclosure Schedule 4.9.3, there are presently no claims pending under such policies of insurance and no notices have been given by CFB or any CFB Subsidiary under such policies (other than with respect to health or disability insurance). CFB and all CFB Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years PFS CFB and each Significant CFB Subsidiary of PFS 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. CFB Disclosure Schedule 4.9.3 identifies all policies except as disclosed of insurance maintained by CFB and each CFB Subsidiary. 4.9.4. All real property owned by CFB or a CFB Subsidiary is in PFS DISCLOSURE SCHEDULE 5.9.2material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of CFB, threatened condemnation proceedings against such real property. CFB and the applicable CFB Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970. Insurance is currently maintained on all property, including all owned real property, in amounts, scope and coverage reasonably necessary for its operations. Neither CFB nor any CFB Subsidiary has received any written notice of termination, nonrenewal or premium adjustment for such policies.

Ownership of Property; Insurance Coverage. 5.9.1. PFS and each Significant PFS Subsidiary of PFS has have good and, as to real property, marketable title to all material assets and properties owned by PFS or each Significant PFS Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of New York, inter-bank credit facilities, or any transaction by a Significant PFS Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS and the Significant Subsidiaries of PFSeach PFS Subsidiary, as lessee, have the right under valid and subsisting leases of real and personal properties used by PFS and the Significant Subsidiaries of PFS Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. PFS and each Significant PFS Subsidiary of PFS currently maintain insurance considered by PFS to be reasonable for their respective operations. Neither PFS nor any Significant PFS Subsidiary of PFS has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years PFS and each Significant PFS Subsidiary of PFS has have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.1. PFS PBI and each Significant Subsidiary of PFS PBI has good and, as to real property, marketable title to all material assets and properties owned by PFS PBI or each Significant Subsidiary of PFS PBI in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS PBI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant Subsidiary of PFS PBI acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS PBI and the Significant Subsidiaries of PFSPBI, as lessee, have the right under valid and subsisting leases of real and personal properties used by PFS PBI and the Significant Subsidiaries of PFS PBI in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. PFS PBI and each Significant Subsidiary of PFS PBI currently maintain insurance considered by PFS PBI to be reasonable for their respective operations. Neither PFS PBI nor any Significant Subsidiary of PFS PBI has received notice from any insurance carrier on or before the date hereof that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years PFS PBI and each Significant Subsidiary of PFS PBI 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 except as disclosed in PFS PBI DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.1. PFS (i) FSSB and each Significant FSSB Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS FSSB or each Significant FSSB Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent FSSB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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, facilities or any transaction by a Significant Subsidiary of PFS FSSB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS FSSB and the Significant Subsidiaries of PFSFSSB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS FSSB and the Significant FSSB Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSSB Financial Statements. 5.9.2. PFS (ii) FSSB and each Significant Subsidiary of PFS FSSB currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS FSSB nor any Significant Subsidiary of PFS FSSB has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All , or (ii) premium costs with respect to such insurance is valid and enforceable and in full force and effect, and within the last three years PFS and each Significant Subsidiary of PFS has received each type policies of insurance coverage for which it has applied and during such periods has not been denied indemnification for any will be substantially increased. There are presently no material claims submitted pending under any such policies of its insurance policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.and no notices

Ownership of Property; Insurance Coverage. 5.9.1. PFS 5.10.1 AFC and each Significant AFC Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS AFC or each Significant Subsidiary of PFS AFC Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the PFS AFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBAFC, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Significant AFC Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS AFC and the Significant Subsidiaries of PFSAFC Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS AFC and the Significant AFC Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the AFC Financial Statements. 5.9.2. PFS 5.10.2 AFC and each Significant AFC Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS AFC nor any Significant Subsidiary of PFS AFC Subsidiary, has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as listed on AFC Disclosure Schedule 5.10.2, there are presently no claims pending under such policies of insurance and no notices of claim have been given by AFC or any AFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years PFS AFC and each Significant AFC Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2policies. AFC Disclosure Schedule 5.

Ownership of Property; Insurance Coverage. 5.9.14.9.1. PFS and each Significant Subsidiary of PFS Except as set forth in SALIENT DISCLOSURE SCHEDULE 4.9.1, Salient has good and, as to real property, marketable title to all material assets and properties owned by PFS or each Significant Subsidiary of PFS Salient in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent Salient Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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 Significant Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS and the Significant Subsidiaries of PFSSalient, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by PFS and the Significant Subsidiaries of PFS Salient in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Salient Financial Statements. 5.9.24.9.2. PFS and each Significant Subsidiary of PFS Salient currently maintain maintains insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS nor any Significant Subsidiary of PFS Salient has not received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Salient under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years PFS and each Significant Subsidiary of PFS Salient 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 except as disclosed in PFS policies. SALIENT DISCLOSURE SCHEDULE 5.9.24.9.2 identifies all policies of insurance maintained by Salient and each Salient Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.9.14.9.1. PFS FKF and each Significant FKF Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS FKF or each Significant FKF Subsidiary of PFS in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the PFS FKF Regulatory Reports and in the FKF Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (ia) 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 Significant an FKF Subsidiary of PFS acting in a fiduciary capacity, and (iib) statutory liens for amounts not yet delinquent or which are being contested in good faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected in the FKF Financial Statements. PFS FKF and the Significant Subsidiaries of PFSFKF Subsidiaries, as lessee, have the right under valid and subsisting enforceable leases of real and personal properties used by PFS FKF and the Significant its Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither FKF or any FKF Subsidiary is in default under any lease for any real or personal property to which either FKF or any FKF 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 a default. FKF is not a party to any agreement pursuant to which it has securitized any of its assets. 5.9.24.9.2. PFS With respect to all agreements pursuant to which FKF or any FKF Subsidiary has purchased securities subject to an agreement to resell, if any, FKF or such FKF Subsidiary, as the case may be, has a valid, perfected, first priority 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. 4.9.3. FKF and each Significant FKF Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS FKF nor any Significant Subsidiary of PFS FKF Subsidiary, except as disclosed in FKF Disclosure Schedule 4.9.3, has received notice from any insurance carrier during the past five years that (a) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (b) 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 in FKF Disclosure Schedule 4.9.3, there are presently no claims pending under such policies of insurance and no notices have been given by FKF or any FKF Subsidiary under such policies (other than with respect to health or disability insurance). FKF and all FKF Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years PFS FKF and each Significant FKF Subsidiary of PFS 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. FKF Disclosure Schedule 4.9.3 identifies all policies except of insurance maintained by FKF and each FKF Subsidiary as well as the other matters required to be disclosed under this Section. 4.9.4. All real property owned by FKF or an FKF Subsidiary is in PFS DISCLOSURE SCHEDULE 5.9.2material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of FKF, threatened condemnation proceedings against such real property. FKF and the applicable FKF Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970. Insurance is currently maintained on all property, including all owned real property, in amounts, scope and coverage reasonably necessary for its operations. Neither FKF nor any FKF Subsidiary has received any written notice of termination, nonrenewal or premium adjustment for such policies.

Ownership of Property; Insurance Coverage. 5.9.1. PFS (i) IBT and each Significant IBT Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS IBT or each Significant any IBT Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent IBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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, facilities or any transaction by a Significant Subsidiary of PFS Xxxxxxxx or IBT acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS IBT and the Significant Subsidiaries of PFSeach IBT Subsidiary, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS IBT and the Significant Subsidiaries of PFS each IBT Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the IBT Financial Statements. 5.9.2. PFS (ii) IBT and each Significant IBT Subsidiary of PFS currently maintain insurance considered by PFS each of them to be reasonable customary and adequate for their respective operations. Neither PFS IBT nor any Significant IBT Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by IBT, or any IBT Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years PFS IBT and each Significant IBT Subsidiary of PFS 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.policies. IBT Disclosure Schedule 5.1(h)

Ownership of Property; Insurance Coverage. 5.9.1. PFS (i) FSSB and each Significant FSSB Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by PFS FSSB or each Significant FSSB Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the PFS most recent FSSB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, 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, facilities or any transaction by a Significant Subsidiary of PFS FSSB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. PFS FSSB and the Significant Subsidiaries of PFSFSSB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by PFS FSSB and the Significant FSSB Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSSB Financial Statements. 5.9.2. PFS (ii) FSSB and each Significant Subsidiary of PFS FSSB currently maintain insurance considered by PFS each of them to be reasonable for their respective operations. Neither PFS FSSB nor any Significant Subsidiary of PFS FSSB has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by FSSB or any Significant Subsidiary of FSSB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years PFS FSSB and each Significant Subsidiary of PFS FSSB 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 except as disclosed in PFS DISCLOSURE SCHEDULE 5.9.2.policies. FSSB Disclosure Schedule 4.1(j)