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

Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.10, FSBI and each FSBI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by FSBI or each FSBI Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet contained in the most recent FSBI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. FSBI and the FSBI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by FSBI and the FSBI 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 FSBI Financial Statements. 4.10.2. With respect to all material agreements pursuant to which FSBI or any FSBI Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI or such FSBI Subsidiary, as the case may be, has a lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI and each Significant Subsidiary of FSBI currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither FSBI nor any Significant Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by FSBI or any Significant Subsidiary of FSBI under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI DISCLOSURE SCHEDULE 4.10the FBKP Disclosure Schedule, FSBI FBKP and each FSBI Subsidiary has the FBKP Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FSBI FBKP or each FSBI any FBKP Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements FBKP Regulatory Reports and in the FBKP 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 sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. FSBI FBKP and the FSBI FBKP Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by FSBI FBKP and the FSBI 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 Except as disclosed in the FBKP Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSBI Financial StatementsFBKP Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI FBKP or any FSBI FBKP Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI FBKP or such FSBI FBKP Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) FBKP and each Significant Subsidiary of FSBI the FBKP Subsidiaries currently maintain insurance considered by each of them FBKP to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FSBI FBKP nor any Significant FBKP Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled 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 FSBI or any Significant Subsidiary of FSBI FBKP under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI FBKP 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. 5.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE 4.10on BHB Disclosure Schedule 5.9.1, FSBI BHB and each FSBI BHB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by FSBI BHB or each FSBI Subsidiary such BHB Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet most recent consolidated statement of financial condition contained in the most recent FSBI BHB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetconsolidated statement of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI BHB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. FSBI BHB and the FSBI BHB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by FSBI BHB and the FSBI BHB 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 FSBI BHB Financial Statements. 4.10.2. With respect to all material agreements pursuant to which FSBI or any FSBI Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI or such FSBI Subsidiary, as the case may be, has a lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI 5.9.2 BHB and each Significant BHB Subsidiary of FSBI currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither FSBI BHB nor any Significant Subsidiary of FSBI BHB Subsidiary, has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as listed on BHB Disclosure Schedule 5.9.2, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by FSBI BHB or any Significant BHB Subsidiary of FSBI 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 FSBI BHB and each Significant BHB Subsidiary of FSBI 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. FSBI DISCLOSURE SCHEDULE 4.10.3 BHB Disclosure Schedule 5.9.2 identifies all policies of insurance maintained by FSBI BHB and each Significant Subsidiary BHB Subsidiary, including the name of FSBI 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 SectionSection 5.9.2. BHB has made available to Rome copies of all of the policies listed on BHB Disclosure Schedule 5.9.2.

Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.10, FSBI and each FSBI Subsidiary 4.10.1 FENB has good and, as to real property, marketable title to all material assets and properties owned by FSBI or each FSBI Subsidiary FENB in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI FENB Regulatory Filings and in the Financial Statements of FENB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB or FRB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of FENB. FSBI and the FSBI SubsidiariesFENB, as lessee, have the right under valid and existing leases of real and personal properties used by FSBI and the FSBI Subsidiaries FENB 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 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 FSBI Financial StatementsStatements of FENB. 4.10.2. 4.10.2 With respect to all material agreements pursuant to which FSBI or any FSBI Subsidiary FENB has purchased securities subject to an agreement to resell, if any, FSBI or such FSBI Subsidiary, as the case may beFENB, has a lien or security interest (which to FSBI’s the Knowledge of FENB is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3 FENB currently maintains insurance with reputable insurers against such risks and in such amounts as constitute reasonably adequate coverage against all risks customarily insured against by banking institutions of comparable size and operations to FENB. Except as disclosed in FENB Disclosure Schedule 4.10.3. FSBI and each Significant Subsidiary of FSBI currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither FSBI nor any Significant Subsidiary of FSBI , FENB has not received notice from any insurance carrier during the past three years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of claims have been given by FSBI or any Significant Subsidiary of FSBI FENB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI FENB 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. FSBI DISCLOSURE SCHEDULE FENB Disclosure Schedule 4.10.3 identifies all material policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI FENB as well as the other matters required to be disclosed under this SectionSection 4.10.3 and specifies policy type, whether such policy is claims-made, policy numbers, applicable deductible levels, policy periods, available limits of coverage and other pertinent policy information. There are no claims for coverage by FENB pending under any of such policies and, since January 1, 2011, no claims been questioned, denied, or disputed.

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI DISCLOSURE SCHEDULE 4.10the First Home Disclosure Schedule, FSBI First Home and each FSBI Subsidiary has the First Home Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FSBI First Home or each FSBI any First Home Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements First Home Regulatory Reports and in the First Home 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 sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. FSBI First Home and the FSBI First Home Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by FSBI First Home and the FSBI 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 Except as disclosed in the First Home Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes Notes to the FSBI Financial StatementsFirst Home Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI First Home or any FSBI First Home Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI First Home or such FSBI First Home Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) First Home and each Significant Subsidiary of FSBI the First Home Subsidiaries currently maintain insurance considered by each of them First Home to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FSBI First Home nor any Significant First Home Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled 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 FSBI First Home or any Significant Subsidiary of FSBI First Home Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI First Home and each Significant Subsidiary of FSBI has First Home Savings have 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.A-14

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI IROQ DISCLOSURE SCHEDULE 4.103.09, FSBI IROQ and each FSBI Subsidiary has the IROQ Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by FSBI IROQ or each FSBI any IROQ Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements IROQ Regulatory Reports and in the IROQ Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBany Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI a IROQ Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. FSBI , and (iii) items permitted under Article V. IROQ and the FSBI IROQ Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and material personal properties used by FSBI IROQ and the FSBI its Subsidiaries in the conduct of their businesses to occupy or use all such leased properties as presently occupied and used by each of them. Such Except as disclosed in IROQ DISCLOSURE SCHEDULE 3.09(a), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes Notes to the FSBI Financial StatementsIROQ Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI IROQ or any FSBI IROQ Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI IROQ or such FSBI IROQ Subsidiary, as the case may be, has a lien or security interest (which to FSBI’s Knowledge IROQ's knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) IROQ and each Significant IROQ Subsidiary of FSBI currently maintain maintains insurance considered by each of them IROQ to be reasonable for their respective operationsoperations and similar in scope and coverage to that customarily maintained by other businesses similarly engaged in a similar location, in accordance with good business practice. Neither FSBI nor any Significant Subsidiary of FSBI IROQ has not received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as disclosed in IROQ DISCLOSURE SCHEDULE 3.09(c), there are presently no material claims pending under such policies of insurance and no notices have been given by FSBI or any Significant Subsidiary of FSBI IROQ under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI IROQ 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI DISCLOSURE SCHEDULE 4.10the First Home Disclosure Schedule, FSBI First Home and each FSBI Subsidiary has the First Home Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FSBI First Home or each FSBI any First Home Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements First Home Regulatory Reports and in the First Home 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 sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. FSBI First Home and the FSBI First Home Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by FSBI First Home and the FSBI 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 Except as disclosed in the First Home Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes Notes to the FSBI Financial StatementsFirst Home Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI First Home or any FSBI First Home Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI First Home or such FSBI First Home Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) First Home and each Significant Subsidiary of FSBI the First Home Subsidiaries currently maintain insurance considered by each of them First Home to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FSBI First Home nor any Significant First Home Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled 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 FSBI First Home or any Significant Subsidiary of FSBI First Home Savings under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI First Home and each Significant Subsidiary of FSBI has First Home Savings have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI DISCLOSURE SCHEDULE 4.10the ML Disclosure Schedule, FSBI ML and each FSBI Subsidiary has the ML Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FSBI ML or each FSBI any ML Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements ML Regulatory Reports and in the ML 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 sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. FSBI ML and the FSBI ML Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by FSBI ML and the FSBI 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 Except as disclosed in the ML Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSBI Financial StatementsML Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI ML or any FSBI ML Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI ML or such FSBI ML Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) ML and each Significant Subsidiary of FSBI the ML Subsidiaries currently maintain insurance considered by each of them ML to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FSBI ML nor any Significant ML Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled 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 FSBI ML or any Significant Subsidiary of FSBI Main Line Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI ML 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. (a) Except as set forth disclosed in FSBI DISCLOSURE SCHEDULE 4.10the ML Disclosure Schedule, FSBI ML and each FSBI Subsidiary has the ML Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by FSBI ML or each FSBI any ML Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements ML Regulatory Reports and in the ML 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 sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV. FSBI ML and the FSBI ML Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by FSBI ML and the FSBI 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 Except as disclosed in the ML Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSBI Financial StatementsML Financials. 4.10.2. (b) With respect to all material agreements pursuant to which FSBI ML or any FSBI ML Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI ML or such FSBI ML Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to FSBI’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI (c) ML and each Significant Subsidiary of FSBI the ML Subsidiaries currently maintain insurance considered by each of them ML to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither FSBI ML nor any Significant ML Subsidiary of FSBI has received notice from any insurance carrier that (i) such insurance will be canceled 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 FSBI or any Significant Subsidiary of FSBI under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI 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. FSBI DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.10, FSBI 5.8.1 FCAL and each FSBI Subsidiary has FCB have good and, as to real property, marketable title to all material assets and properties owned by FSBI FCAL or each FSBI FCAL Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent FSBI Financial Statements FCAL SEC Documents or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI FCAL Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the FCAL SEC Documents. FSBI FCAL and the FSBI FCAL Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by FSBI FCAL and the FSBI Subsidiaries FCB 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 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 FSBI Financial StatementsStatements of FCAL. 4.10.2. 5.8.2 With respect to all material agreements pursuant to which FSBI FCAL or any FSBI Subsidiary FCB has purchased securities subject to an agreement to resell, if any, FSBI FCAL or such FSBI FCAL Subsidiary, as the case may be, has a lien or security interest (which to FSBIFCAL’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI and each Significant Subsidiary of FSBI 5.8.3 FCAL currently maintain maintains insurance considered by each of them it considers to be reasonable for their its respective operations. Neither FSBI nor any Significant Subsidiary of FSBI FCAL, except as disclosed in FCAL Disclosure Schedule 5.8.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. There Except as disclosed in FCB Disclosure Schedule 5.8.3(b) there are presently no material claims pending under such policies of insurance and no notices have been given by FSBI or any Significant Subsidiary of FSBI FCAL under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI and each Significant Subsidiary of FSBI FCAL 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. FSBI DISCLOSURE SCHEDULE 4.10.3 FCAL Disclosure Schedule 5.8.3(c) identifies all material policies of insurance maintained by FSBI and each Significant Subsidiary of FSBI FCAL as well as the other matters required to be disclosed under this Section.. Table of Contents

Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in FSBI FMBT DISCLOSURE SCHEDULE 4.104.10.1, FSBI FMBT and each FSBI FMBT Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by FSBI FMBT or each FSBI FMBT Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet contained in the most recent FSBI FMBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an FSBI FMBT Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. FSBI FMBT and the FSBI FMBT Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by FSBI FMBT and the FSBI FMBT 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 FSBI FMBT Financial Statements. 4.10.2. With respect to all material agreements pursuant to which FSBI FMBT or any FSBI FMBT Subsidiary has purchased securities subject to an agreement to resell, if any, FSBI FMBT or such FSBI FMBT Subsidiary, as the case may be, has a lien or security interest (which to FSBIFMBT’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. FSBI FMBT and each Significant Subsidiary of FSBI FMBT currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither FSBI FMBT nor any Significant Subsidiary of FSBI FMBT has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by FSBI FMBT or any Significant Subsidiary of FSBI FMBT under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FSBI FMBT and each Significant Subsidiary of FSBI FMBT 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. FSBI FMBT DISCLOSURE SCHEDULE 4.10.3 identifies all policies of insurance maintained by FSBI FMBT and each Significant Subsidiary of FSBI FMBT as well as the other matters required to be disclosed under this Section.