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

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased.

Ownership of Property; Insurance Coverage. (a) Sovereign PSB and the Sovereign PSB 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 Sovereign PSB or any of its Subsidiaries PSB Subsidiary 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 Sovereign Financials PSB Regulatory Reports and in the Sovereign Regulatory Reports PSB 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 that secure liabilities for borrowed money and that are described in the Sovereign PSB Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign PSB and the Sovereign PSB Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign PSB and its the PSB Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign With respect to all agreements pursuant to which PSB or any PSB Subsidiary has purchased securities subject to an agreement to resell, if any, PSB or such PSB 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 Sovereign value of such collateral equals or exceeds the amount of the debt secured thereby. (c) PSB and the PSB Subsidiaries currently maintain insurance in amounts considered by Sovereign PSB to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign PSB nor any Sovereign PSB 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 insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by PSB or any PSB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years PSB 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) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials Regulatory Reports and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased.

Ownership of Property; Insurance Coverage. (a) Sovereign PSB and the Sovereign PSB Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign PSB or any of its Subsidiaries 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 Sovereign Financials PSB Regulatory Reports and in the Sovereign Regulatory Reports PSB 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 that secure liabilities for borrowed money and that are described in the Sovereign PSB Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign PSB and the Sovereign PSB Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign PSB and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign PSB and the Sovereign PSB Subsidiaries currently maintain insurance in amounts considered by Sovereign PSB to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign PSB nor any Sovereign PSB 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 insurance will be substantially increased.

Ownership of Property; Insurance Coverage. (a) Sovereign NPB has, and will have as to property acquired after the Sovereign Subsidiaries have good anddate hereof, good, and as to real property, marketable marketable, title to all material assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of their businessesNPB, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Sovereign NPB Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign NPB Disclosure Schedule 3.08(a) or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign , (iii) liens for current taxes not yet due and the Sovereign Subsidiariespayable, (iv) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, have amount or extent, and (v) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB has the right under valid and subsisting leases of real and personal material properties used by Sovereign and its Subsidiaries NPB in the conduct of their businesses its business to occupy and use all such properties in all material respects as presently occupied and used by each of themit. (b) Sovereign With respect to all agreements pursuant to which NPB has purchased securities subject to an agreement to resell, if any, NPB has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the Sovereign Subsidiaries value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) NPB currently maintain maintains insurance in amounts considered by Sovereign NPB to be reasonable for their respective its operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Sovereign nor any Sovereign Subsidiary NPB has not received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated eliminated, or (ii) premium costs with respect to such insurance will be substantially increasedincreased except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB currently maintains such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Sovereign and FNBSM has, or will have as to property acquired after the Sovereign Subsidiaries have date hereof, good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries FNBSM 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 Sovereign Financials FNBSM Regulatory Reports and in the Sovereign Regulatory Reports FNBSM 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 that secure liabilities for borrowed money and that are described in the Sovereign FNBSM Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign SubsidiariesFNBSM, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries FNBSM in the conduct of their businesses its business to occupy and or use all such properties as presently occupied and used by each of themit. (b) Sovereign With respect to all agreements pursuant to which FNBSM has purchased securities subject to an agreement to resell, if any, FNBSM, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the Sovereign Subsidiaries value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FNBSM currently maintain maintains insurance in amounts considered by Sovereign FNBSM to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary FNBSM has not 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. There are presently no material claims pending under such policies of insurance and no notices have been given by FNBSM under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FNBSM 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) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Sovereign or Sovereign Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Sovereign 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) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of their businessesSubsidiaries, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Sovereign or Sovereign Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Sovereign 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) Sovereign Granite State and the Sovereign Granite State Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Sovereign Granite State or any of its Subsidiaries 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 Sovereign Granite State Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Granite State Disclosure Schedule or permitted under described in Section 4.01(v) of Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign Granite State and the Sovereign Granite State Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign Granite State and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign Granite State and the Sovereign Granite State Subsidiaries currently maintain insurance in amounts considered by Sovereign Granite State to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign Granite State nor any Sovereign Granite State 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 insurance will be substantially increased.

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

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have MBL has good and, as to real property, marketable title to all material assets and properties owned by Sovereign or any of its Subsidiaries MBL 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 statements of financial condition contained in the Sovereign Financials MBL Regulatory Reports and in the Sovereign Regulatory Reports MBL 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 sheetsstatements of financial condition), and such property is not subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by MBL acting in the Sovereign Disclosure Schedule or permitted under Article IV hereofa fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign SubsidiariesMBL, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries MBL in the conduct of their its businesses to occupy and or use all such properties as presently occupied and used by each of themit. (b) Sovereign and the Sovereign Subsidiaries MBL currently maintain maintains insurance in amounts considered by Sovereign MBL to be reasonable for their respective its operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither Sovereign nor any Sovereign Subsidiary MBL 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 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 MBL under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last two years, MBL 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) Sovereign First Jermyn and the Sovereign First Jermyn 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 Sovereign First Jermyn or any of its Subsidiaries First Jermyn Subsidiary 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 Sovereign Financials First Jermyn Regulatory Reports and in the Sovereign Regulatory Reports First Jermyn 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 that secure liabilities for borrowed money and that are described in the Sovereign First Jermyn Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign First Jermyn and the Sovereign First Jermyn Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign First Jermyn and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign With respect to all agreements pursuant to which First Jermyn or any First Jermyn Subsidiary has purchased securities subject to an agreement to resell, if any, First Jermyn or such First Jermyn 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 Sovereign value of such collateral equals or exceeds the amount of the debt secured thereby. (c) First Jermyn and the First Jermyn Subsidiaries currently maintain insurance in amounts considered by Sovereign First Jermyn to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign First Jermyn nor any Sovereign First Jermyn 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 insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by First Jermyn or FNBJ under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years First Jermyn 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) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances , if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of Sovereign as of September 30, 2003 included in Sovereign's Securities Documents . Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable reasonably prudent for their respective operations, and such insurance is similar operations in scope and coverage to that maintained by other businesses similarly engagedaccordance with industry practice. Neither Sovereign nor any Sovereign 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 insurance (except with respect to directors and officers liability insurance and employment law liability insurance) will be substantially increased. All such insurance is in full force and effect.

Ownership of Property; Insurance Coverage. (a) Sovereign Merchants and the Sovereign Merchants 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 Sovereign Merchants or any of its Subsidiaries Merchants Subsidiary 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 Sovereign Financials Merchants Regulatory Reports and in the Sovereign Regulatory Reports Merchants 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 that secure liabilities for borrowed money and that are described in the Sovereign Merchants Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign Merchants and the Sovereign Merchants Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries Merchants or such Merchants Subsidiary in the conduct of their businesses its business to occupy and or use all such properties as presently occupied and used by each of themit. (b) Sovereign With respect to all agreements pursuant to which Merchants or any Merchants Subsidiary has purchased securities subject to an agreement to resell, if any, Merchants or such Merchants Subsidiary, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the Sovereign value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Merchants and the Merchants Subsidiaries currently maintain insurance in amounts considered by Sovereign Merchants to be reasonable for their respective operations, operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign Merchants nor any Sovereign Merchants 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. There are presently no material claims pending under such policies of insurance and no notices have been given by Merchants or any Merchants Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Merchants and each Merchants Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies.

Ownership of Property; Insurance Coverage. (a) Sovereign C&N and each C&N Subsidiary has, or will have as to property acquired after the Sovereign Subsidiaries have date hereof, good and, as to real property, marketable title to all assets and properties owned by Sovereign C&N or any of its Subsidiaries such C&N Subsidiary 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 Sovereign Financials C&N Regulatory Reports and in the Sovereign Regulatory Reports C&N Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, business since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign C&N Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of C&N as of September 30, 2006 included in C&N’s Securities Documents. Sovereign and the Sovereign SubsidiariesC&N or any C&N Subsidiary, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries it in the conduct of their businesses its business to occupy and or use all such properties as presently occupied and used by each of them. (b) Sovereign C&N and the Sovereign C&N Subsidiaries currently maintain insurance in amounts considered by Sovereign C&N to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign C&N nor any Sovereign C&N Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially materially increased.. All such insurance is in full force and effect,

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased.

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign 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 insurance will be substantially increased.