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

Ownership of Property; Insurance Coverage. (a) The Company and the Company 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 the Company or any Company Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Regulatory Reports and in the Company 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 Liens, except (i) statutory Liens for amounts not yet delinquent or which are being contested in good faith, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iii) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (iv) as reflected on the consolidated statement of the financial condition of the Company included in the Company SEC Documents or Company Financials. (b) The Company and the Company Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 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 Company Financials. (c) With respect to all agreements pursuant to which the Company or any Company Subsidiary has purchased securities subject to an agreement to resell, if any, the Company or such Company Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (d) The Company and the Company Subsidiaries currently maintain insurance considered by the Company to be reasonably prudent for their respective operations in accordance with industry practice. Neither the Company nor any Company Subsidiary 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) The Company NPB and the Company Subsidiaries haveeach NPB Subsidiary has, or and will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company NPB or any Company Subsidiary in the conduct of their businessessuch NPB Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Company Regulatory Reports and in the Company NPB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no Liensencumbrances, except liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 3.08(a) or permitted under Article IV hereof; (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent; and (vi) dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company ordinary course of business. NPB and the Company Subsidiaries, as lessee, each NPB Subsidiary have the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries NPB or such NPB Subsidiary in the conduct of their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financials. (cb) With respect to all agreements pursuant to which the Company NPB or any Company NPB Subsidiary has purchased securities subject to an agreement to resell, if any, the Company NPB or such Company Subsidiary, as the case may be, NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, 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. (dc) The Company NPB and the Company Subsidiaries currently each NPB Subsidiary maintain insurance in amounts considered by the Company NPB to be reasonably prudent reasonable for their respective operations operations, and such insurance is similar in accordance with industry practicescope and coverage in all material respects to that maintained by other businesses similarly situated. Neither the Company NPB nor any Company NPB Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank d) NPB and each Company NPB Subsidiary has received each type of maintain such fidelity bonds and errors and omissions insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted as may be customary or required under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) The Company East Penn Financial and the Company Subsidiaries haveeach Subsidiary has, or will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all assets and properties owned or represented as owned by the Company East Penn Financial or any Company Subsidiary in the conduct of their businessessuch Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Company Regulatory Reports and in the Company Financials East Penn Financial Statements 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 Ordinary Course of businessBusiness, or have been disposed of as obsolete since the date of such balance sheets), subject to no LiensEncumbrances, except except: (i) statutory Liens Those items that secure liabilities for borrowed money and that are described in East Penn Financial Disclosure Schedule 3.9(a) or permitted under Article V hereof; (ii) Statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) pledges Liens for current taxes not yet due and payable; (iv) Pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such The imperfections of title, easements and encumbrancesEncumbrances, if any, as are not material in character, amount or extent extent; (vi) Dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included Encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company Ordinary Course of Business. East Penn Financial and the Company Subsidiaries, as lessee, each Subsidiary have the right under valid and subsisting leases of real and personal properties used by the Company and its Subsidiaries East Penn Financial or such Subsidiary in the conduct of their respective businesses to occupy or and use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute ; and (vii) As reflected as a liability in East Penn Financial Statements 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 Company Financialsfootnotes thereto. (cb) With respect to all agreements pursuant to which the Company East Penn Financial or any Company Subsidiary has purchased securities subject to an agreement to resell, if any, the Company East Penn Financial or such Company Subsidiary, as the case may be, Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company East Penn Financial and the Company Subsidiaries currently each Subsidiary maintain insurance in amounts considered by the Company East Penn Financial to be reasonably prudent reasonable for their respective operations operations, and such insurance is similar in accordance with industry practicescope and coverage to that maintained by other businesses similarly situated. Neither the Company East Penn Financial nor any Company Subsidiary has received notice from any insurance carrier that that: (i) such The insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated or eliminated; or (ii) premium Premium costs with respect to such policies of insurance will be substantially increased increased. (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank d) East Penn Financial and each Company Subsidiary has received each type of maintain such fidelity bonds and errors and omissions insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted as may be customary or required under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) The Company KNBT and the Company Subsidiaries haveeach KNBT Subsidiary has, or and will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company KNBT or any Company Subsidiary in the conduct of their businessessuch KNBT Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Company Regulatory Reports and in the Company KNBT Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no Liensencumbrances, except liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in KNBT Disclosure Schedule 3.09(a)(i) or permitted under Article V hereof; (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) liens for current taxes not yet due and payable except as described in KNBT Disclosure Schedule 3.09(a)(iii); (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent; and (vi) dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company ordinary course of business. KNBT and the Company Subsidiaries, as lessee, each KNBT Subsidiary have the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries KNBT or such KNBT Subsidiary in the conduct of their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financials. (cb) With respect to all agreements pursuant to which the Company KNBT or any Company KNBT Subsidiary has purchased securities subject to an agreement to resell, if any, the Company KNBT or such Company Subsidiary, as the case may be, KNBT Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, 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 on KNBT. (dc) The Company KNBT and the Company Subsidiaries currently each KNBT Subsidiary maintain insurance in amounts considered by the Company KNBT to be reasonably prudent reasonable for their respective operations operations, and such insurance is similar in accordance with industry practicescope and coverage in all material respects to that maintained by other businesses similarly situated. Neither the Company KNBT nor any Company KNBT Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank d) KNBT and each Company KNBT Subsidiary has received each type of maintain such fidelity bonds and errors and omissions insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted as may be customary or required under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) The Company NFC and the Company Subsidiaries haveeach NFC Subsidiary has, or and will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company NFC or any Company Subsidiary in the conduct of their businessessuch NFC Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Company Regulatory Reports and in the Company NFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no Liensencumbrances, except liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in NFC Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent; and (vi) dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company ordinary course of business. NFC and the Company Subsidiaries, as lessee, each NFC Subsidiary have the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries NFC or such NFC Subsidiary in the conduct of their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financials. (cb) With respect to all agreements pursuant to which the Company NFC or any Company NFC Subsidiary has purchased securities subject to an agreement to resell, if any, the Company NFC or such Company Subsidiary, as the case may be, NFC Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, 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. (dc) The Company NFC and the Company Subsidiaries currently each NFC Subsidiary maintain insurance in amounts considered by the Company NFC to be reasonably prudent reasonable for their respective operations operations, and such insurance is similar in accordance with industry practicescope and coverage in all material respects to that maintained by other businesses similarly situated. Neither the Company NFC nor any Company NFC Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank d) NFC and each Company NFC Subsidiary has received each type of maintain such fidelity bonds and errors and omissions insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted as may be customary or required under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) The Company and Except as set forth in the Company Subsidiaries haveDisclosure Letter, or will have, as to property acquired after the date hereof, Seller has good and, as to real property, marketable title to all assets and properties owned by the Company or any Company Subsidiary Seller in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Company Regulatory Reports and in the Company Financials most recent Seller financial statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no Liens, except (i) statutory Liens for amounts not yet delinquent or which are being contested in good faith, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iii) such imperfections of title, easements and encumbrances, if anyliens, as are not material in charactermortgages, amount security interests or extent and (iv) as reflected on the consolidated statement of the financial condition of the Company included in the Company SEC Documents or Company Financials. (b) The Company and the Company Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of thempledges. Such All existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all respects in the notes to the Company FinancialsSeller financial statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction. (cb) With respect to all agreements pursuant to which the Company or any Company Subsidiary Seller has purchased securities subject to an agreement to resell, if any, the Company or such Company SubsidiarySeller, as the case may be, has a lien or security interest (which to Seller's Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company Seller currently maintains insurance for reasonable amounts with financially sound and the Company Subsidiaries currently maintain reputable insurance considered by the Company to be reasonably prudent for their respective operations companies, against such risks as companies engaged in a similar business would, in accordance with industry good business practice, customarily be insured. Neither the Company nor any Company Subsidiary Seller has not received notice from any insurance carrier that (i) such insurance will be 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance)increased. Except with regard to ordinary course claims under the Company’s medical insurance plans, there There are presently no material claims pending under such policies of insurance and no notices have been given by Seller under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type . The Seller Disclosure Letter identifies all policies of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted maintained by Seller as well as the other matters required to be disclosed under any of their insurance policiesthis Section.

Ownership of Property; Insurance Coverage. (a) The Company Madison and the Company Madison Subsidiaries have, or will have, have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by the Company Madison or any Company Madison Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Madison Regulatory Reports and in the Company Madison 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described on the Madison Disclosure Schedule, (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, (iiiii) items permitted under Article IV of this Agreement, (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and extent, (ivvi) as reflected on the consolidated statement of the financial condition of the Company included in the Company SEC Documents or Company Financials. Madison as of December 31, 2003 and (bvii) The Company such as would not reasonably be expected to have a Material Adverse Effect. Madison and the Company Madison Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company Madison and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Company Madison Financials. (cb) With respect to all agreements pursuant to which the Company Madison or any Company Madison Subsidiary has purchased securities subject to an agreement to resell, if any, the Company Madison or such Company Madison Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company Madison and the Company Madison Subsidiaries currently maintain insurance considered by the Company Madison to be reasonably prudent for their respective operations in accordance with industry practice. Neither the Company Madison nor any Company Madison Subsidiary 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance)increased. Except with regard to ordinary course claims under as disclosed on the Company’s medical insurance plansMadison Disclosure Schedule, there are presently no material claims pending under such policiespolicies of insurance and no notices have been given by Madison or Madison Bank under such policies during the past two (2) years with respect to any potential material claims. All such insurance is valid and enforceable and in full force and effect, and within the last three years the CompanyMadison, the Madison Bank and each Company Madison Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) The Company Panasia has, and the Company Subsidiaries have, or will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company or any Company Subsidiary in the conduct of their businessesPanasia, 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 Company Regulatory Reports and in the Company Panasia Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no Liensencumbrances, liens, mortgages, security interests or pledges, except (i1) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, (ii2) pledges to secure deposits liens for current taxes not yet due and other Liens incurred in the ordinary course of its banking businesspayable, (iii3) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent, and (iv4) as reflected on the consolidated statement of the financial condition of the Company included dispositions and encumbrances, liens, mortgages and security interests for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company and the Company Subsidiaries, as lessee, have ordinary course of business. Panasia has the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries Panasia in the conduct of their businesses its business to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financialsit. (cb) With respect to all agreements pursuant to which the Company or any Company Subsidiary Panasia has purchased securities subject to an agreement to resell, if any, the Company or such Company Subsidiary, as the case may be, Panasia has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, 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. (dc) The Company and the Company Subsidiaries Panasia currently maintain maintains insurance in amounts considered by the Company Panasia to be reasonably prudent reasonable for their respective operations its operations, and such insurance is similar in accordance with industry practicescope and coverage in all material respects to that maintained by other businesses similarly situated. Neither the Company nor any Company Subsidiary Panasia has not received notice from any insurance carrier that (i1) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated eliminated, or (ii2) premium costs with respect to such policies of insurance will be substantially increased except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (except with respect to industry-wide increases in officers’ d) Panasia currently maintains such fidelity bonds and directors’ liability errors and omissions insurance and employment law liability insurance). Except with regard to ordinary course claims as may be customary or required under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) The Company Waypoint and the Company Waypoint Subsidiaries have, or will have, have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by the Company Waypoint or any Company Waypoint Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Waypoint Regulatory Reports and in the Company Waypoint 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, (ii) items permitted under Article IV of this Agreement, (iii) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, (iiiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (ivv) as reflected on the consolidated statement of the financial condition of the Company Waypoint as of September 30, 2003 included in the Company SEC Documents or Company Financials. (b) The Company Waypoint's Securities Documents. Waypoint and the Company Waypoint Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company Waypoint and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Company Waypoint Financials. (cb) With respect to all agreements pursuant to which the Company Waypoint or any Company Waypoint Subsidiary has purchased securities subject to an agreement to resell, if any, the Company Waypoint or such Company Waypoint Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company Waypoint and the Company Waypoint Subsidiaries currently maintain insurance considered by the Company Waypoint to be reasonably prudent for their respective operations in accordance with industry practice. Neither the Company Waypoint nor any Company Waypoint Subsidiary 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance)increased. Except with regard to ordinary course claims under the Company’s Waypoint's medical insurance plans, and except as disclosed in the Waypoint Disclosure Schedule, there are presently no material claims pending under such policiespolicies of insurance and no notices have been given by Waypoint or Waypoint Bank under such policies during the past two (2) years with respect to any potential material claims. All such insurance is valid and enforceable and in full force and effect, and within the last three years the CompanyWaypoint, the Waypoint Bank and each Company Waypoint Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) The Company FirstService and the Company Subsidiaries haveeach FirstService Subsidiary has, or and will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company FirstService or any Company Subsidiary in the conduct of their businessessuch FirstService Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Company Regulatory Reports and in the Company FirstService Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no Liensencumbrances, except liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in FirstService Disclosure Schedule 2.09(a) or permitted under Article IV hereof; (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent; and (vi) dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company ordinary course of business. FirstService and the Company Subsidiaries, as lessee, each FirstService Subsidiary have the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries FirstService or such FirstService Subsidiary in the conduct of their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financials. (cb) With respect to all agreements pursuant to which the Company FirstService or any Company FirstService Subsidiary has purchased securities subject to an agreement to resell, if any, the Company FirstService or such Company Subsidiary, as the case may be, FirstService Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, 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. (dc) The Company FirstService and the Company Subsidiaries currently each FirstService Subsidiary maintain insurance in amounts considered by the Company FirstService to be reasonably prudent reasonable for their respective operations in accordance with industry practiceoperations. Neither the Company nor any Company Subsidiary FirstService 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 made available to such policies NPB and NP Bank true and correct copies of insurance will be substantially increased (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under all such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.Except as disclosed on FirstService Disclosure Schedule 2.09

Ownership of Property; Insurance Coverage. (a) The Company 4.10.1 Except as set forth on FCB Disclosure Schedule 4.10.1, FCB and the Company Subsidiaries have, or will have, as to property acquired after the date hereof, each FCB Subsidiary has good and, as to real property, marketable insurable title to all assets and properties owned by the Company FCB or any Company Subsidiary such FCB Subsidiary, as applicable, in the conduct of their its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Company Regulatory Reports and in the Company Financials FCB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no Liensencumbrances, liens, mortgages, security interests or pledges, except (i) statutory Liens for amounts not yet delinquent or which are being contested in good faith, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iii) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (iv) as reflected on the consolidated statement of the financial condition of the Company included in the Company SEC Documents or Company Financials. (b) The Company Permitted Liens. FCB and the Company FCB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by FCB and the Company and its FCB Subsidiaries 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 Company FinancialsFCB Financial Statements. (c) 4.10.2 With respect to all material agreements pursuant to which the Company FCB or any Company FCB Subsidiary has purchased securities subject to an agreement to resell, if any, the Company FCB or such Company FCB Subsidiary, as the case may be, has a lien or security interest (which to FCB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (d) The Company 4.10.3 FCB and the Company Subsidiaries each FCB Subsidiary currently maintain insurance considered by the Company each of them to be reasonably prudent reasonable for their respective operations in accordance with industry practiceoperations. Neither the Company FCB nor any Company Subsidiary FCB 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 eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance)increased. Except with regard to ordinary course claims under the Company’s medical insurance plansas listed on FCB Disclosure Schedule 4.10.3, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by FCB or any FCB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three (3) years the Company, the Bank FCB and each Company FCB Subsidiary has received each type of insurance coverage for which they have it has applied and and, except as listed on FCB Disclosure Schedule 4.10.3, during such periods have has not been denied indemnification for any claims submitted under any of their its insurance policies. FCB Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by FCB and each FCB Subsidiary, including the name of the insurer, the policy number, the type of policy and any applicable deductibles, as well as the other matters required to be disclosed under this Section 4.10.3. FCB has made available to BHLB copies of all of the policies listed on FCB Disclosure Schedule 4.10.3.

Ownership of Property; Insurance Coverage. (a) The Company Panasia has, and the Company Subsidiaries have, or will have, have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by the Company or any Company Subsidiary in the conduct of their businessesPanasia, 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 Company Regulatory Reports and in the Company Financials Panasia Financial Statements 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 Liensencumbrances, except liens, mortgages, security interests or pledges, except: (i) those items that secure liabilities for borrowed money and that are described in Panasia Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) liens for current taxes not yet due and payable; (iv) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, ; (iiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent extent; and (vi) dispositions and (iv) as reflected on the consolidated statement of the financial condition of the Company included encumbrances for adequate consideration in the Company SEC Documents or Company Financials. (b) The Company and the Company Subsidiaries, as lessee, have ordinary course of business. Panasia has the right under valid and subsisting leases of real and personal material properties used by the Company and its Subsidiaries Panasia in the conduct of their businesses its business to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Company Financialsit. (cb) With respect to all Panasia does not have any agreements pursuant to which the Company or any Company Subsidiary Panasia has purchased securities subject to an agreement to resell, if any, the Company or such Company Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company and the Company Subsidiaries currently maintain Panasia maintains insurance in amounts considered by the Company Seller to be reasonably prudent reasonable for their respective operations in accordance with industry practicePanasia's operations. Neither the Company Seller has made available to Buyer true and correct copies of all such policies. Except as disclosed on Panasia Disclosure Schedule 3.09(c), neither Seller nor any Company Subsidiary Panasia has received written notice from any insurance carrier that that: (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (except d) Panasia maintains such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. (e) If an event, accident or occurrence takes place prior to the Closing Date in connection with respect the operation of Panasia's business and results in a loss of a type which is or may be covered under its insurance policies, Panasia shall report such claim to industry-wide increases its insurance carrier in officers’ and directors’ liability accordance with the requirements of its insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type of insurance shall use its reasonable best efforts to obtain coverage for which they have applied such claims in accordance with the terms and during such periods have not been denied indemnification for any claims submitted under any of their insurance policiesconditions thereof.

Ownership of Property; Insurance Coverage. (a) The Company Leesport and the Company Leesport Subsidiaries have, or will have, as to property acquired after the date hereof, have good and, as to real property, marketable title to all assets and properties owned by the Company Leesport or any Company Leesport Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Regulatory Reports Leesport Financials and in the Company Financials Leesport 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Leesport Disclosure Schedule, (ii) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, (iiiii) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, (iiiiv) such imperfections of title, easements and encumbrancesencumbrances , if any, as are not material in character, amount or extent and extent, (ivv) as reflected on the consolidated statement of the financial condition of the Company Leesport as of December 31, 2003 included in the Company SEC Leesport’s Securities Documents or Company Financials. and (bvi) The Company such as would not reasonably be expected to have a Material Adverse Effect. Leesport and the Company Leesport Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company Leesport and its Subsidiaries in the conduct of their businesses to occupy or and 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 Company Financials. (cb) With respect to all agreements pursuant to which the Company Leesport or any Company Leesport Subsidiary has purchased securities subject to an agreement to resell, if any, the Company Leesport or such Company Leesport Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (d) The Company and the Company Subsidiaries currently maintain insurance considered by the Company to be reasonably prudent for their respective operations in accordance with industry practice. Neither the Company nor any Company Subsidiary 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance). Except with regard to ordinary course claims under the Company’s medical insurance plans, there are presently no material claims pending under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank and each Company Subsidiary has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) The Company Seacoast and the Company Seacoast Subsidiaries have, or will have, have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by the Company Seacoast or any Company Seacoast Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Seacoast Regulatory Reports and in the Company Seacoast 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 Liensencumbrances, liens, mortgages, security interests or pledges, except (i) statutory Liens liens for amounts not yet delinquent or which are being contested in good faith, (ii) items permitted under Article IV of this Agreement, (iii) pledges to secure deposits and other Liens liens incurred in the ordinary course of its banking business, (iiiiv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (ivv) as reflected on the consolidated statement of the financial condition of the Company Seacoast as of September 30, 2003 included in the Company SEC Documents or Company Financials. (b) The Company Seacoast’s Securities Documents. Seacoast and the Company Seacoast Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by the Company Seacoast and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Company Seacoast Financials. (cb) With respect to all agreements pursuant to which the Company Seacoast or any Company Seacoast Subsidiary has purchased securities subject to an agreement to resell, if any, the Company Seacoast or such Company Seacoast Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (dc) The Company Seacoast and the Company Seacoast Subsidiaries currently maintain insurance considered by the Company Seacoast to be reasonably prudent for their respective operations in accordance with industry practice. Neither the Company Seacoast nor any Company Seacoast Subsidiary 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 (except with respect to industry-wide increases in officers’ and directors’ liability insurance and employment law liability insurance)increased. Except with regard to ordinary course claims under the Company’s medical insurance plans, there There are presently no material claims pending under such policiespolicies of insurance and no notices have been given by Seacoast or a Seacoast Bank under such policies during the past two (2) years with respect to any potential material claims. All such insurance is valid and enforceable and in full force and effect, and within the last three years the Company, the Bank Seacoast and each Company Subsidiary Seacoast Bank has received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any claims submitted under any of their insurance policies.