Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) HUBCO and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Raritan and its Subsidiaries have good andgood, and as to owned real propertyproperty marketable, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCORaritan's consolidated balance sheet as of December 31June 30, 19971998, or owned and 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 December 31June 30, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Raritan and its subsidiaries Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to United prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Raritan and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The Raritan Disclosure Schedule lists all policies of insurance and bonds covering business operations and all insurable properties and assets of HUBCO Raritan and its Subsidiaries are insured for their benefit against showing all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in with such amounts with and such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesspecified. As of the date hereof, neither HUBCO Raritan nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Xxxxx and its Subsidiaries have good andgood, and as to owned real propertyproperty marketable, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOWayne's consolidated balance sheet as of December March 31, 19971998, or owned and 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 December March 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Xxxxx and its subsidiaries Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Valley prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Xxxxx and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The Xxxxx Disclosure Schedule lists all policies of insurance covering business operations and all insurable properties and assets of HUBCO Xxxxx and its Subsidiaries are insured for their benefit against showing all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in with such amounts with and such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesspecified. As of the date hereof, neither HUBCO Xxxxx nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Ramapo and its Subsidiaries have good andgood, and as to owned real propertyproperty marketable, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCORamapo's consolidated balance sheet as of December 31September 30, 19971998, or owned and 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 December 31September 30, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Ramapo and its subsidiaries Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Valley prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Ramapo and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The Ramapo Disclosure Schedule lists all policies of insurance covering business operations and all insurable properties and assets of HUBCO Ramapo and its Subsidiaries are insured for their benefit against showing all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in with such amounts with and such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesspecified. As of the date hereof, neither HUBCO Ramapo nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the MSB Disclosure Schedule, MSB or a MSB Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOMSB's consolidated balance sheet as of December 31, 19971996, or owned and 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 December 31, 19971996), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO MSB and its subsidiaries the MSB Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO MSB and its Subsidiaries Bank as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries MSB and Bank in all material respects as presently occupied, used, possessed and controlled by HUBCO MSB and its SubsidiariesBank. (b) The business operations and all insurable properties and assets of HUBCO MSB and its Subsidiaries each MSB Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOMSB, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO MSB adequate for the business engaged in by HUBCO MSB and its the MSB Subsidiaries. As of the date hereof, neither HUBCO MSB nor any of its Subsidiaries MSB Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or bond, and to the best of MSB's knowledge, is not in default under any such policy or bond, no coverage thereunder is being disputed disputed, and all material claims thereunder have been filed in a timely fashion. The MSB Disclosure Schedule sets forth in summary form a list of all insurance policies of MSB and the MSB Subsidiaries.

Properties and Insurance. (a) HUBCO All real and its personal property owned by Seller or any of the Seller Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Seller and the Seller Subsidiaries in the ordinary course of business consistent with their past practices. Seller and the Seller Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOSeller's consolidated balance sheet as of December 31June 30, 19972003, or owned and 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 December 31June 30, 19972003), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and assets or financial condition of HUBCO Seller and its subsidiaries the Seller Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in Seller has provided to Franklin prior to the HUBCO Disclosure Schedule, HUBCO date hereof copies of all deeds for all real property owned by Seller and its the Seller Subsidiaries. Seller and the Seller Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO Seller and its Subsidiariesthe Seller Subsidiaries and the consummation of the transactions contemplated hereby and by the Plan of Merger will not affect any such right. Seller Disclosure Schedule 3.14(a) sets forth an accurate listing of each lease pursuant to which Seller or any of the Seller Subsidiaries acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO Seller and its the Seller Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOSeller, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Seller adequate for the business engaged in by HUBCO Seller and its the Seller Subsidiaries. As of the date hereof, neither HUBCO Seller nor any of its the Seller Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the IBSF Disclosure Schedule, IBSF or a IBSF Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOIBSF's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO IBSF and its subsidiaries the IBSF Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and IBSF or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its IBSF and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO IBSF and its Subsidiaries. (b) The Except as set forth in the IBSF Disclosure Schedule, the business operations and all insurable properties and assets of HUBCO IBSF and its Subsidiaries each IBSF Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOIBSF, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO IBSF adequate for the business engaged in by HUBCO IBSF and its the IBSF Subsidiaries. As of the date hereof, neither HUBCO IBSF nor any of its Subsidiaries IBSF Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The IBSF Disclosure Schedule sets forth in summary form a list of all insurance policies of IBSF and the IBSF Subsidiaries.

Properties and Insurance. (a) HUBCO Seller and its Subsidiaries the Seller Subsidiary have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's Seller’s consolidated unaudited balance sheet as of December 31September 30, 1997, 2006 or owned and 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 December 31September 30, 19972006), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, ; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO Seller and its subsidiaries the Seller Subsidiary taken as a whole whole; and (iv) with respect to owned real property, (x) easements, rights-of-way, covenants, consents, restrictions, encroachments, variations and other restrictions, charges or encumbrances (whether recorded or not) that do not interfere materially with the ordinary course of Seller’s business or the business of any Subsidiary, (y) building restrictions, zoning laws and other statutes, laws, rules, regulations, ordinances, and restrictions, now or at any time hereafter adopted by any governmental authority having jurisdiction that do not materially interfere with the ordinary course of Seller’s business or the business of any Subsidiary, or (z) title imperfections noted in title reportsreports delivered to Acquiror prior to the date hereof. Except as disclosed in Seller and the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries Seller Subsidiary as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO Seller and the Seller Subsidiary. Seller Disclosure Schedule 3.14(a) sets forth an accurate listing of each lease pursuant to which Seller or the Seller Subsidiary acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. Neither Seller nor the Seller Subsidiary has any legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Subsidiariesassets or to sell or dispose of any of its assets except in the ordinary course of business consistent with past practices. (b) Seller Disclosure Schedule 3.14(b) sets forth a list of all policies of fire, theft, public liability and other insurance (including, without limitation, fidelity bonds insurance) maintained by Seller and the Seller Subsidiary at the date thereof. The business operations and all insurable properties and assets of HUBCO Seller and its Subsidiaries the Seller Subsidiary are insured for their benefit against all risks which, in to the reasonable judgment Knowledge of the management of HUBCOSeller, should be insured against, in each case case, under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in are, to the opinion Knowledge of the management of HUBCO Seller, adequate for the business engaged in by HUBCO Seller and its Subsidiariesthe Seller Subsidiary. As of the date hereof, neither HUBCO Seller nor any of its Subsidiaries the Seller Subsidiary has received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed disputed, and all material claims thereunder have been or will be filed in a timely fashion. (c) The sole assets of Capital Bancorp Trust are all of the floating rate Junior Subordinated Debentures due 2035 authorized and issued by Seller pursuant to the Indenture.

Properties and Insurance. (a) HUBCO Valley and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOValley's consolidated balance sheet as of December 31September 30, 19971998, or owned and 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 December 31September 30, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Valley and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Ramapo prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Valley and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The business operations and all insurable properties and assets of HUBCO Valley and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, Valley should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Valley adequate for the business engaged in by HUBCO Valley and its Subsidiaries. As of the date hereof, neither HUBCO Valley nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the CFHC Disclosure Schedule, CFHC or a CFHC Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOCFHC's consolidated balance sheet as of December 31September 30, 1997, or owned and 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 December 31September 30, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO CFHC and its subsidiaries the CFHC Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and its CFHC or one or more of the CFHC Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its CFHC and such CFHC Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO CFHC and its such CFHC Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO CFHC and its Subsidiaries Community are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOCFHC, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO CFHC adequate for the business engaged in by HUBCO CFHC and its SubsidiariesCommunity. As of the date hereof, neither HUBCO CFHC nor any of its Subsidiaries Community has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the LFB Disclosure Schedule, LFB or a LFB Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOLFB's consolidated balance sheet as of December 31September 30, 19971998, or owned and 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 December 31September 30, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO LFB and its subsidiaries the LFB Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and LFB or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its LFB and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO LFB and its Subsidiaries. (b) The Except as set forth in the LFB Disclosure Schedule, the business operations and all insurable properties and assets of HUBCO LFB and its Subsidiaries each LFB Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOLFB, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO LFB adequate for the business engaged in by HUBCO LFB and its the LFB Subsidiaries. As of the date hereof, neither HUBCO LFB nor any of its Subsidiaries LFB Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The LFB Disclosure Schedule sets forth in summary form a list of all insurance policies of LFB and the LFB Subsidiaries.

Properties and Insurance. (a) HUBCO All of the material tangible assets and other personal property owned or leased by FTC or any of its Subsidiaries or presently used by any of them in their respective business are in good condition (ordinary wear and tear excepted) and sufficient to carry on the business of FTC and its Subsidiaries in the ordinary course consistent with past practices. FTC and each of its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's FTC’s consolidated unaudited balance sheet as of December 31, 1997, 2020 or owned and acquired subsequent thereto (except to the extent that for such assets and properties that have been disposed of for fair value in the ordinary course of business since December 31, 19972020), subject to no encumbrances, liens, mortgages, security interests or pledges, free from any Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its SubsidiariesPermitted Liens. (b) The Section 4.19(b) of the FTC Disclosure Schedule sets forth a list of all policies of fire, theft, flood, public liability, business operations interruption and all insurable properties other insurance (including fidelity {JX489484.11} PD.35183901.7 bonds insurance) maintained by FTC and assets the Subsidiaries as of HUBCO the date hereof. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, (i) FTC and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses in such amounts, with such deductibles, as are in the opinion of the management of HUBCO adequate for FTC reasonably has determined to be prudent and consistent with industry practice, (ii) all insurance policies under which any of the assets or properties of FTC and its Subsidiaries are covered or otherwise relating to the business engaged in by HUBCO of FTC and its Subsidiaries. As of the date hereof, neither HUBCO nor Subsidiaries (excluding policies required in respect to any Loans in which FTC or any of its Subsidiaries are named as additional insureds) are in full force and effect, and FTC and its Subsidiaries have paid or accrued (to the extent not due and payable) all premiums due, and has received any notice otherwise performed all of cancellation or notice of a material amendment of any its obligations under each such insurance policy and (iii) the policy limits of insurance policies currently in effect covering assets, employees and operations of FTC and its Subsidiaries have not been eroded by the payment of claims or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashionclaim handling expenses.

Properties and Insurance. (a) HUBCO and its the HUBCO Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31September 30, 1997, or owned and 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 December 31September 30, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries the HUBCO Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its the HUBCO Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its the HUBCO Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its the HUBCO Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its the HUBCO Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its the HUBCO Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries HUBCO Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Except as disclosed in Company Disclosure Schedule 5.12(a), the ---------------------------------- Company has good and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Company Financial Statements as of December 31June 30, 19971999, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith (iiiand for which adequate reserves have been made) and (ii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken Company. The Company as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects the Company as presently occupied, used, possessed and controlled by HUBCO and the Company or necessary in the operation of its Subsidiariesbusinesses as currently conducted. (b) The business operations and all insurable material properties and assets of HUBCO and its Subsidiaries the Company are insured for their benefit against all risks which, in under the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, as in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of effect on the date hereof, neither HUBCO nor any copies of its Subsidiaries which are attached hereto as Company ------- Disclosure Schedule 5.12(b). The Company has not received any notice of -------------------------- cancellation or notice of a material amendment of any such insurance policy or bond or and the Company is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Company is currently entitled to possession of any of the properties that are material to the business or operations of the Company or the loss of use of which would have a Material Adverse Effect on the Company, whether owned or leased by the Company. To the Company's and the Shareholders' Knowledge, the real property, buildings, structures and improvements owned or leased by the Company conform in all material respects to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. The Company has not received notice of, and to the Company's and the Shareholders' Knowledge, there does not exist (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by the Company, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by the Company's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. The properties and assets owned or leased by the Company constitute all of the property and assets that the Company uses or may reasonably need in connection with the operation of its business as conducted on the Closing Date, and all such property and assets are in good repair and operating condition, normal wear and tear excepted. The consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not impair the ability of the Company to continue to use such properties and assets.

Properties and Insurance. (a) HUBCO Valley and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOValley's consolidated balance sheet as of December 31June 30, 19972000, or owned and 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 December 31June 30, 19972000), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Valley and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections which are noted in the most recent title reportsreports with respect to such property. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Valley and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The business operations and all insurable properties and assets of HUBCO Valley and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, Valley should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Valley adequate for the business engaged in by HUBCO Valley and its Subsidiaries. As of the date hereof, neither HUBCO Valley nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its the HUBCO Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31September 30, 1997, or owned and 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 December 31September 30, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries the HUBCO Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportswhole. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its the HUBCO Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its the HUBCO Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its the HUBCO Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its the HUBCO Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its the HUBCO Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries HUBCO Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Valley and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOValley's consolidated balance sheet as of December March 31, 19971998, or owned and 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 December March 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Valley and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Xxxxx prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Valley and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The business operations and all insurable properties and assets of HUBCO Valley and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, Valley should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Valley adequate for the business engaged in by HUBCO Valley and its Subsidiaries. As of the date hereof, neither HUBCO Valley nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Merchants and its Subsidiaries have good andgood, and as to owned real propertyproperty marketable, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's Merchants' consolidated balance sheet as of December 31June 30, 19972000, or owned and 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 December 31June 30, 19972000), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Merchants and its subsidiaries Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Valley prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO Merchants and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO them. The Merchants Disclosure Schedule lists all leases pursuant to which Merchants or any Merchants Subsidiary occupies any real property and its Subsidiariesfor each such lease lists annual base rentals, annual add-ons for taxes, maintenance and the like, the annual increases to the end of the lease, the expiration date and any option terms. (b) The Merchants Disclosure Schedule lists all policies of insurance covering business operations and all insurable properties and assets of HUBCO Merchants and its Subsidiaries are insured for their benefit against showing all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in with such amounts with and such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesspecified. As of the date hereof, neither HUBCO Merchants nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Seller and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Seller Financial Statements and Seller Disclosure Schedule 4.4A as of December March 31, 1997, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Seller and its subsidiaries Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportswhole. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO Seller and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or Seller and its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO Seller and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO Seller and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOShareholders, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Shareholders adequate for the business engaged in by HUBCO Seller and its Subsidiaries. Copies of all such policies as in effect on the date hereof, or statements in relation thereof, are attached hereto as Schedule 4.12. As of the date hereof, neither HUBCO Seller nor any of its Subsidiaries nor either Shareholder has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by SFSB or Stanton Savings or prexxxxxx used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of SFSB and Stanton Savings in thx xxxxnary course of business consistent with their past practices. SFSB and Stanton Savings have good andgxxx xxx, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOSFSB's consolidated balance sheet as of December 31June 30, 19972002, or owned and 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 December 31June 30, 19972002), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO SFSB and its subsidiaries Stanton Savings taken as a whole xx x xxole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except SFSB and Stanton Savings as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lesxxxx xxve the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO SFSB and its SubsidiariesStanton Savings and thx xxxxummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a way that would have a Material Adverse Effect. SFSB Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which SFSB or Stanton Savings act ax xxxxxr or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO SFSB and Stanton Savings are inxxxxx xor its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOSFSB and Stanton Savings, should be insured shoulx xx xxsured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for SFSB and Stanton Savings adequxxx xxx the business engaged in by HUBCO SFSB and its SubsidiariesStanton Savings. As of the xx xxx date hereof, neither HUBCO SFSB nor any of its Subsidiaries Stanton Savings has received xxxxxxxd any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by KBI or Kenwood Savings or presently used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of KBI and Kenwood Savings in the ordinary course of business consistent with their past practices. KBI and Kenwood Savings have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOKBI's consolidated balance sheet as of December 31June 30, 19972001, or owned and 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 December 31June 30, 19972001), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO KBI and its subsidiaries Kenwood Savings taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO KBI and its Subsidiaries Kenwood Savings as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO KBI and its SubsidiariesKenwood Savings and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a way that would have a Material Adverse Effect. KBI Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which KBI or Kenwood Savings act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO KBI and its Subsidiaries Kenwood Savings are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOKBI and Kenwood Savings, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO KBI and Kenwood Savings adequate for the business engaged in by HUBCO KBI and its SubsidiariesKenwood Savings. As of the date hereof, neither HUBCO KBI nor any of its Subsidiaries Kenwood Savings has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its personal property owned by PHSB or any of the PHSB Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of PHSB and the PHSB Subsidiaries in the ordinary course of business consistent with their past practices. PHSB and the PHSB Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOPHSB's consolidated balance sheet as of December March 31, 19972004, or owned and 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 December March 31, 19972004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO PHSB and its subsidiaries the PHSB Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in PHSB and the HUBCO Disclosure Schedule, HUBCO and its PHSB Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO PHSB and its Subsidiariesthe PHSB Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a manner that would have a Material Adverse Effect. PHSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which PHSB or any of the PHSB Subsidiaries acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO PHSB and its the PHSB Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOPHSB, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO PHSB adequate for the business engaged in by HUBCO PHSB and its the PHSB Subsidiaries. As of the date hereof, neither HUBCO PHSB nor any of its the PHSB Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by PFS or the Association or presently used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of PFS and the Association in the ordinary course of business consistent with their past practices. PFS and the Association have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's PFS’s consolidated balance sheet as of December 31, 19972004, or owned and 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 December 31, 19972004), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO PFS and its subsidiaries the Association taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in PFS and the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries Association as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO PFS and its Subsidiariesthe Association and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a way that would have a Material Adverse Effect. PFS Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which PFS or the Association act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO PFS and its Subsidiaries the Association are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOPFS and the Association, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO PFS and the Association adequate for the business engaged in by HUBCO PFS and its Subsidiariesthe Association. As of the date hereof, neither HUBCO PFS nor any of its Subsidiaries the Association has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the JBI Disclosure Schedule, JBI or a JBI Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOJBI's consolidated balance sheet as of December 31, 19971998, or owned and 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 December 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO JBI and its subsidiaries the JBI Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUB prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and JBI or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its JBI and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO JBI and its Subsidiaries. (b) The Except as set forth in the JBI Disclosure Schedule, the business operations and all insurable properties and assets of HUBCO JBI and its Subsidiaries each JBI Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOJBI, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO JBI adequate for the business engaged in by HUBCO JBI and its the JBI Subsidiaries. As of the date hereof, neither HUBCO JBI nor any of its Subsidiaries JBI Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The JBI Disclosure Schedule sets forth in summary form a list of all insurance policies of JBI and the JBI Subsidiaries.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Southington has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOSouthington's consolidated balance sheet statement of condition as of December 31, 19971996, or owned and 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 December 31, 19971996), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet statement of condition or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheetstatement of condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole Southington and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and its Subsidiaries Southington as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries Southington in all material respects as presently occupied, used, possessed and controlled by HUBCO and its SubsidiariesSouthington. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries Southington are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOSouthington, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Southington adequate for the business engaged in by HUBCO and its SubsidiariesSouthington. As of the date hereof, neither HUBCO nor any of its Subsidiaries Southington has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and, to the best of its knowledge, is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 19971996, or owned and 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 December 31, 19971996), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariessubsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariessubsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Except as disclosed in Transferor Disclosure Schedule 5.11(a), the -------------------------------------- Transferred Assets are in good operating condition and its Subsidiaries have repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used in the Division. The Transferor has good and, as to owned real property, and marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997to, or owned holds by valid and acquired subsequent thereto (except existing lease or license, all of the Transferred Assets and all of the Transferred Assets are reflected on the Division Financial Statements, or under GAAP are not required to be reflected therein. None of the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 1997), Transferred Assets is subject to no encumbrances, liens, mortgages, security interests or pledgesany Lien, except in any of the foregoing cases for such imperfections of title or Liens as (i) those items that secure liabilities that are reflected set forth in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheetTransferor Disclosure Schedule 5.11, ----------------------------------- (ii) statutory liens for amounts not yet delinquent are reflected or which are being contested reserved against in good faiththe Division Financial Statements, (iii) such encumbrances, liens, mortgages, security interests, pledges arise out of Taxes which are not yet due and title imperfections that payable or are not in the aggregate material to the businessdefault and payable without penalty or interest, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and or (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in arise out of the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its SubsidiariesAssumed Liabilities. (b) The business operations and all insurable material properties and assets of HUBCO and its Subsidiaries the Division are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOTransferor, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts amounts, with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Transferor adequate for the business engaged in by HUBCO and its Subsidiariesthe Division. As of the date hereof, neither HUBCO nor any of its Subsidiaries Transferor has not received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or and the Transferor is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Transferor is currently entitled to possession of any of the Transferred Assets or the loss of use of which would have a Material Adverse Effect on the Division, whether owned or leased by the Transferor. The Transferred Assets constitute all of the property and assets that the Transferor uses or may reasonably need in connection with the operation of the Division as conducted on the Closing Date.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as disclosed in Seller Disclosure Schedule 4.12, Seller ------------------------------- has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Seller Financial Statements as of December 31, 1997, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect upon the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken Seller. Seller as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects Seller as presently occupied, used, possessed and controlled by HUBCO and Seller or necessary in the operation of its Subsidiariesbusiness as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries Seller are insured for their benefit against all material risks which, in the reasonable judgment of the management of HUBCOShareholder, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the reasonable opinion of the management of HUBCO Shareholder adequate for the business engaged in by HUBCO and its SubsidiariesSeller. As Copies of all such policies as in effect on the date hereof, neither HUBCO hereof are attached hereto as Seller Disclosure Schedule 4.12. Neither Seller nor any of its Subsidiaries the Shareholder ------------------------------- has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and Seller is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than Seller is currently entitled to possession of any of the properties of Seller, whether owned or leased by Seller. To the knowledge of Seller and the Shareholder, the real property, buildings, structures and improvements owned or leased by Seller conform to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby materially adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. Seller has not received notice nor does Seller have actual knowledge of (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by Seller, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by Seller's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. The properties and assets owned or leased by Seller are adequate for the conduct of their businesses as presently conducted and are in good repair and operating condition, normal wear and tear excepted. The properties and assets owned by Seller constitute all of the property and assets that Seller uses in connection with the operation of its business as presently conducted, and the consummation of the transactions contemplated by this Agreement will not impair the ability of Parent to use such properties and assets.

Properties and Insurance. (a) HUBCO and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 19971996, or owned and 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 December 31, 19971996), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO HUB and its the HUB Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOHUB's consolidated balance sheet as of December 31, 19971998, or owned and 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 December 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO HUB and its subsidiaries the HUB Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO HUB Disclosure Schedule, HUBCO HUB and its the HUB Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO HUB or its the HUB Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO HUB and its the HUB Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO HUB and its the HUB Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOHUB, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO HUB adequate for the business engaged in by HUBCO HUB and its the HUB Subsidiaries. As of the date hereof, neither HUBCO HUB nor any of its the HUB Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its personal property owned by FSB or either of the Subsidiaries or presently used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of FSB and the Subsidiaries in the ordinary course of business consistent with their past practices. FSB and each of the Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOFSB's consolidated balance sheet as of December March 31, 19971999, or owned and 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 December March 31, 19971999), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and assets or financial condition of HUBCO FSB and its subsidiaries the Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in FSB and the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO FSB and its Subsidiariesthe Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a way that would materially adversely affect the business, operations, assets or financial condition of FSB and the Subsidiaries taken as a whole. FSB Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which FSB or the Subsidiaries act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO FSB and its the Subsidiaries are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOFSB and First State, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO FSB and First State adequate for the business engaged in by HUBCO FSB and its SubsidiariesFirst State. As of the date hereof, neither HUBCO nor any none FSB or either of its the Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the SJBDI Disclosure Schedule, SJBDI or a SJBDI Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOSJBDI's consolidated balance sheet as of December 31, 19971998, or owned and 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 December 31, 19971998 either (A) to third parties in arms' length transactions or (B) to insiders or to directors or officers of SJBDI pursuant to the approval of the board of directors of SJBDI and for fair value), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO SJBDI and its subsidiaries the SJBDI Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUB prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and its Subsidiaries SJBDI or a SJBDI Subsidiary as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its SJBDI and such SJBDI Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO SJBDI and its SJBDI Subsidiaries. (b) The Except as set forth in the SJBDI Disclosure Schedule, the business operations and all insurable properties and assets of HUBCO SJBDI and its Subsidiaries each SJBDI Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOSJBDI, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO SJBDI adequate for the business engaged in by HUBCO SJBDI and its the SJBDI Subsidiaries. As of the date hereof, neither HUBCO SJBDI nor any of its Subsidiaries SJBDI Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The SJBDI Disclosure Schedule sets forth in summary form a list of all insurance policies of SJBDI and the SJBDI Subsidiaries.

Properties and Insurance. (a) HUBCO Except as disclosed in the Company Financial Statements or in Company Disclosure Schedule 3.13(a), the Company or the Subsidiaries (as applicable) have all necessary right, title and its Subsidiaries have good interest in and to and, as to owned real property, marketable title to to, all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Company Financial Statements as of December 31, 1997, the Company Balance Sheet Date or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the businessCompany; (iii) statutory liens securing the claims or demands of materialmen, operationsmechanics, assetscarriers, warehousemen, landlords, and financial condition of HUBCO and its subsidiaries taken as a whole and other like persons for labor, materials, supplies, or rentals, if any; (iv) Liens resulting from deposits made in connection with workers’ compensation, unemployment insurance, social security and like laws; and (v) Liens of banks and financial institutions with respect to owned real property, title imperfections noted funds on deposit therewith or other property in title reportspossession thereof. Except as disclosed set forth in Company Disclosure Schedule 3.13(a), all of the tangible personal property of the Company is in the HUBCO Disclosure Schedulepossession and under the control of the Company. The Company and the Subsidiaries, HUBCO and its Subsidiaries as lessees lessee, have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its the Company and the Subsidiaries in all material respects as presently currently occupied, used, possessed and controlled by HUBCO the Company and the Subsidiaries or necessary in the operation of its Subsidiariesor their business as currently conducted. Company Disclosure Schedule 3.13(a) lists all real property owned by the Company and all real property leased or occupied by the Company or the Subsidiaries in connection with which the Company pays $1,000 or more per month for its leasehold or license interest. (b) The business operations and all insurable properties and assets of HUBCO the Company and its the Subsidiaries are insured for its or their benefit against all risks which, in the reasonable judgment of the management of HUBCOconsistent with industry practice, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in consistent with industry practice. Certificates of insurance and bonds and self-insurance arrangements with respect to all such insurable properties and assets are attached hereto as Company Disclosure Schedule 3.13(b). Neither the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO Company nor any of its the Subsidiaries has received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or is bond, and the Company and the Subsidiaries are not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Company and the Subsidiaries are currently entitled to possession of or other right to any of the properties of the Company and the Subsidiaries, whether owned or leased by the Company or any of the Subsidiaries. The real property, buildings, structures and improvements owned or leased by the Company and the Subsidiaries conform in all material respects to all Applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated by this Agreement materially and adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. The properties and assets owned or leased by the Company and the Subsidiaries are adequate for the conduct of its and their business as currently conducted and are in good repair and operating condition, normal wear and tear excepted. The properties and assets owned or leased by the Company and the Subsidiaries constitute all of the property and assets that the Company and the Subsidiaries use or may reasonably need in connection with the operation of its or their business as currently conducted.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by Bancshares or the Bank or presently used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Bancshares and the Bank in the ordinary course of business consistent with their past practices. Bancshares and the Bank have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's Bancshares' consolidated balance sheet as of December 31June 30, 1997, 2003 or owned and 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 December 31June 30, 19972003), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO Bancshares and its subsidiaries the Bank taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in Bancshares and the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries Bank as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO Bancshares and its Subsidiariesthe Bank and the consummation of the transactions contemplated hereby will not affect any such right in a way that would have a Material Adverse Effect. Section 2.15(a) of the Bancshares Disclosure Memorandum sets forth an accurate listing of each lease pursuant to which Bancshares or the Bank act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO Bancshares and its Subsidiaries the Bank are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOBancshares and the Bank, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Bancshares and the Bank adequate for the business engaged in by HUBCO Bancshares and its Subsidiariesthe Bank. As of the date hereof, neither HUBCO Bancshares nor any of its Subsidiaries the Bank has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Village has good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOVillage's consolidated balance sheet as of December 31September 30, 19971998, or owned and 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 December 31September 30, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and Village; (iv) with respect to owned real property, if any, title imperfections noted in title reportsreports delivered to TF prior to the date hereof and (v) any lien, mortgages, security interests in favor of, or placed by, TF. Except Village, as disclosed in the HUBCO Disclosure Schedulelessee, HUBCO and its Subsidiaries as lessees have has the right under valid and subsisting leases to assign its interest in such leases and to occupy, use, possess and control control, in all material respects, all real property leased by HUBCO or its Subsidiaries in all material respects it, as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesit. (b) The Village Disclosure Schedule lists all policies of insurance and bonds covering business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against Village, all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such and the amount thereof and deductibles and against such risks and losses relating thereto. Except as are set forth in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As Village Disclosure Schedule, as of the date hereof, neither HUBCO nor any of its Subsidiaries Village has not, since January 1, 1998, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and it is not in default in any material respect under any such policy or bond, and, to Village's knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Lafayette and its Subsidiaries have has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOLafayette's consolidated balance sheet statement of condition as of December 31September 30, 19971995, or owned and 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 December 31September 30, 19971995), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet statement of condition or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheetstatement of condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole Lafayette and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO promptly after the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO Lafayette and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries Lafayette in all material respects as presently occupied, used, possessed and controlled by HUBCO Lafayette and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO Lafayette and its Subsidiaries are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOLafayette, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Lafayette adequate for the business engaged in by HUBCO and its SubsidiariesLafayette. As of the date hereof, neither HUBCO nor any of its Subsidiaries Lafayette has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and, to the best of its knowledge, is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The Lafayette Disclosure Schedule sets forth in summary form a list of all insurance policies of Lafayette and its Subsidiaries.

Properties and Insurance. (a) HUBCO Except as disclosed in Company Disclosure Schedule 5.11(a), the Company has good and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and propertiesof the Assets, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken for which adequate reserves have been made). The Company as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects the Company as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthe Company or necessary in the operation of the Business as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries Assets are insured for their the Companies' benefit against all risks which, in the reasonable judgment of the management of HUBCOCompanies, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Companies adequate for the business engaged Assets. Copies of all such policies as in by HUBCO and its Subsidiarieseffect on the date hereof are attached hereto as Company Disclosure Schedule 5.11(b). As Neither of the date hereof, neither HUBCO nor any of its Subsidiaries Companies has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and neither of the Companies is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) Assuming no employees of the Companies based in the Elizabethtown, Kentucky office of Netzee have taken any action to adversely affect possession of the Assets, no person other than the Companies is currently entitled to possession of the Assets, whether owned or leased by the Companies. The Companies have not received notice of, and to the Companies' Knowledge, there does not exist (i) any pending or contemplated condemnation or eminent domain proceeding affecting such properties, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by the Companies' insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. To the Knowledge of the Companies, all such property and Assets are in good repair and operating condition, normal wear and tear excepted. The consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not impair the ability of the Purchaser to use such Assets.

Properties and Insurance. (a) HUBCO and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure ScheduleDISCLOSURE SCHEDULE, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO 4.10.1. The Acquiror and its the Acquiror Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOthe Acquiror's consolidated balance sheet statement of condition (as set forth in the Acquiror Disclosure Schedule) as of December 31, 1997the Acquiror Statement of Condition Date, or owned and 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 December 31, 1997the Acquiror Statement of Condition Date), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet consolidated statement of condition or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheetconsolidated statement of condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, assets and financial condition of HUBCO the Acquiror and its subsidiaries the Acquiror Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to the Company prior to the date hereof or to be delivered during the Delivery Period. Except as disclosed in The Acquiror and the HUBCO Disclosure Schedule, HUBCO and its Acquiror Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its the Acquiror and the Acquiror Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO the Acquiror and its the Acquiror Subsidiaries. (b) 4.10.2. The business operations and all insurable properties and assets of HUBCO the Acquiror and its the Acquiror Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOthe Acquiror, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO the Acquiror adequate for the business engaged in by HUBCO the Acquiror and its the Acquiror Subsidiaries. As of the date hereof, neither HUBCO nor any of its the Acquiror and the Acquiror Subsidiaries has have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is and are not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The Acquiror Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Acquiror and/or the Acquiror Subsidiaries currently or at any time during the past three years.

Properties and Insurance. (a) HUBCO HUB and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOHUB's consolidated balance sheet as of December 31, 19971998, or owned and 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 December 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO HUB and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO HUB Disclosure Schedule, HUBCO HUB and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO HUB or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO HUB and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO HUB and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOHUB, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO HUB adequate for the business engaged in by HUBCO HUB and its Subsidiaries. As of the date hereof, neither HUBCO HUB nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the DFC Disclosure Schedule, DFC or a DFC Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCODFC's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO DFC and its subsidiaries the DFC Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and DFC or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its DFC and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO DFC and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO DFC and its Subsidiaries each DFC Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCODFC, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO DFC adequate for the business engaged in by HUBCO DFC and its the DFC Subsidiaries. As of the date hereof, neither HUBCO DFC nor any of its Subsidiaries DFC Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The DFC Disclosure Schedule sets forth in summary form a list of all insurance policies of DFC and the DFC Subsidiaries.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as set forth in the DFC DISCLOSURE SCHEDULE, DFC or a DFC Subsidiary has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCODFC's consolidated balance sheet as of December 31, 1997, or owned and 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO DFC and its subsidiaries the DFC Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to HUBCO prior to the date hereof. Except as disclosed in affected by the HUBCO Disclosure Scheduletransactions contemplated hereby, HUBCO and DFC or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its DFC and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO DFC and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO DFC and its Subsidiaries each DFC Subsidiary are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCODFC, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO DFC adequate for the business engaged in by HUBCO DFC and its the DFC Subsidiaries. As of the date hereof, neither HUBCO DFC nor any of its Subsidiaries DFC Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The DFC DISCLOSURE SCHEDULE sets forth in summary form a list of all insurance policies of DFC and the DFC Subsidiaries.

Properties and Insurance. (a) HUBCO NorCrown and its Subsidiaries have good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's NorCrown’s consolidated balance sheet as of December 31, 19972003, or owned and 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 December 31, 19972003), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are do not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as have a whole Material Adverse Effect on NorCrown and (iv) with respect to owned real property, if any, title imperfections noted in title reportsreports delivered to Valley prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO NorCrown and its Subsidiaries Subsidiaries, as lessees have lessee, has the right under valid and subsisting leases to occupy, use, possess and control control, in all material respects, all real property leased by HUBCO or its Subsidiaries in all material respects it, as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesit. (b) The NorCrown Disclosure Schedule lists all policies of insurance and bonds covering business operations and all insurable properties and assets of HUBCO NorCrown and its Subsidiaries are insured for their benefit against all risks which, showing the scope and amount of coverage and deductibles relating thereto. Except as set forth in the reasonable judgment of the management of HUBCONorCrown Disclosure Schedule, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries NorCrown has not, since January 1, 1999, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and it is not in default in any material respect under any such policy or bond, and, to NorCrown’s knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.. 17

Properties and Insurance. (a) HUBCO and its Subsidiaries have Except as disclosed in the Seller Financial Statements or in Seller Disclosure Schedule 4.12, Seller has good and, as to owned real ------------------------------- property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Seller Financial Statements as of December 31, 19971998, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on Seller; (iii) statutory liens securing the businessclaims or demands of materialmen, operationsmechanics, assetscarriers, warehousemen, landlords, and financial condition of HUBCO and its subsidiaries taken as a whole and other like persons for labor, materials, supplies, or rentals, if any; (iv) Liens resulting from deposits made in connection with workers' compensation, unemployment insurance, social security and like laws; and (v) Liens of banks and financial institutions with respect to owned real property, title imperfections noted funds on deposit therewith or other property in title reportspossession thereof. Except Seller as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects Seller as presently occupied, used, possessed and controlled by HUBCO and Seller or necessary in the operation of its Subsidiariesbusiness as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries Seller are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOStockholders, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Stockholders adequate for the business engaged in by HUBCO and its SubsidiariesSeller. As Certificates of insurance with respect to all such policies as in effect on the date of this Agreement are attached hereto as Seller Disclosure Schedule 4.12. ------------------------------- Neither Seller nor either of the date hereof, neither HUBCO nor any of its Subsidiaries Stockholders has received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or bond, and Seller is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than Seller is currently entitled to possession of any of the properties of Seller, whether owned or leased by Seller. To the Knowledge of Seller and the Stockholders, the real property, buildings, structures and improvements owned or leased by Seller conform to all Applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated by this Agreement materially and adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. Seller has not received written notice, nor does Seller have actual knowledge of (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by Seller, (ii) any proposal for materially increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by Seller's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties. The properties and assets owned or leased by Seller are adequate for the conduct of its business as presently conducted and are in good repair and operating condition, normal wear and tear excepted. The properties and assets owned or leased by Seller constitute all of the property and assets that Seller uses or may reasonably need in connection with the operation of its business as presently conducted, and the consummation of the transactions contemplated by this Agreement will not impair the ability of Parent to use such properties and assets.

Properties and Insurance. (a) HUBCO 3.12.1. The Company and its the Company Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOthe Company's consolidated balance sheet (as set forth in the Company Disclosure Schedule) as of December 31, 1997the Company Statement of Condition Date, or owned and 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 December 31, 1997the Company Statement of Condition Date), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, assets and financial condition of HUBCO the Company and its subsidiaries the Company Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to the Acquiror prior to the date hereof or to be delivered during the Delivery Period. Except as disclosed in The Company and the HUBCO Disclosure Schedule, HUBCO and its Company Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its the Company and the Company Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO the Company and its the Company Subsidiaries. (b) 3.12.2. The business operations and all insurable properties and assets of HUBCO the Company and its the Company Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOthe Company, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO the Company adequate for the business engaged in by HUBCO the Company and its the Company Subsidiaries. As of the date hereof, neither HUBCO nor any of its the Company and the Company Subsidiaries has have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is and are not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. The Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or the Company Subsidiaries currently or at any time during the past three years.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by ASC or American or presently used by them in their respective businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of ASC and American in the ordinary course of business consistent with their past practices. ASC and American have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOASC's consolidated balance sheet as of December 31September 30, 19972004, or owned and 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 December 31September 30, 19972004), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO ASC and its subsidiaries American taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO ASC and its Subsidiaries American as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO ASC and its SubsidiariesAmerican and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a way that would have a Material Adverse Effect. ASC Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which ASC or American act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO ASC and its Subsidiaries American are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCOASC and American, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO ASC and American adequate for the business engaged in by HUBCO ASC and its SubsidiariesAmerican. As of the date hereof, neither HUBCO ASC nor any of its Subsidiaries American has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its Subsidiaries personal property owned by SFSB or Stanton Savings or presently used by them in their respxxxxxx businesses is in adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of SFSB and Stanton Savings in the ordinary course of business consxxxxxx with their past practices. SFSB and Stanton Savings have good and, as to owned real propertypropertx, marketable xxxxetable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOSFSB's consolidated balance sheet as of December 31June 30, 19972002, or owned and 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 December 31June 30, 19972002), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO SFSB and its subsidiaries Stanton Savings taken as a whole whole, and (iv) with respect to owned xx xxxed real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO SFSB and its Subsidiaries Stanton Savings as lessees have the right under valid and subsisting axx xxxxisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO SFSB and its SubsidiariesStanton Savings and the consummation of the transactionx xxxxxmplated hereby and by the Agreement of Merger will not affect any such right in a way that would have a Material Adverse Effect. SFSB Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which SFSB or Stanton Savings act as lessor or lessee, including the xxxxxxxion date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO SFSB and its Subsidiaries Stanton Savings are insured for their its benefit against all risks xxxxx which, in the reasonable judgment of the management of HUBCOSFSB and Stanton Savings, should be insured against, in each case under casx xxxxx valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO SFSB and Stanton Savings adequate for the business engaged in by HUBCO and its SubsidiariesXXXX xnd Stanton Savings. As of the date hereof, neither HUBCO nor any of its Subsidiaries SFSB nxx Xxxxton Savings has received any notice of cancellation or notice xx xxxice of a material amendment of any such insurance policy or bond or is in material default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its personal property owned by Seller or any of the Seller Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Seller and the Seller Subsidiaries in the ordinary course of business consistent with their past practices. Seller and the Seller Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's Seller’s consolidated unaudited balance sheet as of December 31September 30, 19972003, or owned and 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 December 31September 30, 19972003), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and assets or financial condition of HUBCO Seller and its subsidiaries the Seller Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Acquiror prior to the date hereof. Except as disclosed in Seller and the HUBCO Disclosure Schedule, HUBCO and its Seller Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO Seller and the Seller Subsidiaries and the consummation of the transactions contemplated hereby and by the Plan of Merger will not affect any such right. Seller Disclosure Schedule 3.14(a) sets forth an accurate listing of each lease pursuant to which Seller or any of the Seller Subsidiaries acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. Neither Seller nor any of the Seller Subsidiaries has any legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Subsidiariesassets or to sell or dispose of any of its assets except in the ordinary course of business consistent with past practices. (b) Seller Disclosure Schedule 3.14(b) sets forth a list of all policies of fire, theft, public liability and other insurance (including fidelity bond insurance) maintained by Seller and the Seller Subsidiaries at the date hereof. The business operations and all insurable properties and assets of HUBCO Seller and its the Seller Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOSeller, should be insured against, in each case under under, valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are are, in the opinion of the management of HUBCO Seller, adequate for the business engaged in by HUBCO Seller and its the Seller Subsidiaries. As of the date hereof, neither HUBCO Seller nor any of its the Seller Subsidiaries has received any written (or, to Seller’s knowledge, oral) notice of cancellation or written (or, to Seller’s knowledge, oral) notice of a material amendment of any such insurance policy or bond (provided, however, that oral notice applies only to those insurance policies set forth in Seller Disclosure Schedule 3.14(b) excluding policies relating to REO coverage, insurance on properties serving as collateral on any loan made by Seller Bank, notaries, or Stamp surety bonds), or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been or will be filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and its personal property owned by ESB or any of the ESB Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of ESB and the ESB Subsidiaries in the ordinary course of business consistent with their past practices. ESB and the ESB Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOESB's consolidated balance sheet statement of financial condition as of December March 31, 19972001, or owned and 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 December March 31, 19972001), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet consolidated statement of financial condition or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such balance sheetconsolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and assets or financial condition of HUBCO ESB and its subsidiaries the ESB Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in ESB and the HUBCO Disclosure Schedule, HUBCO and its ESB Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO ESB and its Subsidiariesthe ESB Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. (b) The business operations and all insurable properties and assets of HUBCO ESB and its the ESB Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOESB, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO ESB adequate for the business engaged in by HUBCO ESB and its the ESB Subsidiaries. As of the date hereof, neither HUBCO ESB nor any either of its the ESB Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries the Bank have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31September 30, 19971995, or owned and 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 December 31September 30, 19971995), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries the Bank taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries the Bank as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries the Bank in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthe Bank. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries the Bank are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesthe Bank. As of the date hereof, neither HUBCO nor any of its Subsidiaries the Bank has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Except as disclosed in Company Disclosure Schedule 5.12(a), the Company has good and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Company Financial Statements as of December October 31, 19971998, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith (iiiand for which adequate reserves have been made) and (ii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken Company. The Company as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects the Company as presently occupied, used, possessed and controlled by HUBCO and the Company or necessary in the operation of its Subsidiariesbusinesses as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries the Company are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOShareholders, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Shareholders adequate for the business engaged in by HUBCO and its Subsidiariesthe Company. As Copies of all such policies as in effect on the date hereof, neither HUBCO hereof are attached hereto as Company Disclosure Schedule 5.12(b). Neither the Company nor any of its Subsidiaries the Shareholders has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and the Company is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Company is currently entitled to possession of any of the properties of the Company, whether owned or leased by the Company. To the Shareholders' Knowledge, the real property, buildings, structures and improvements owned or leased by the Company conform to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. The Company has not received notice of, and to the Shareholders Knowledge, there does not exist (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by the Company, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by the Company's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. The properties and assets owned or leased by the Company constitute all of the property and assets that the Company uses or may reasonably need in connection with the operation of its business as conducted on the Closing Date, and all such property and assets are in good repair and operating condition, normal wear and tear excepted. The consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not impair the ability of the Company to continue to use such properties and assets.

Properties and Insurance. (a) HUBCO Except as disclosed in Company Disclosure Schedule 5.12(a), the Company has good and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, the Company Financial Statements or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith (iiiand for which adequate reserves have been made) and (ii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken Company. The Company as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects the Company as presently occupied, used, possessed and controlled by HUBCO and the Company or necessary in the operation of its Subsidiariesbusinesses as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries the Company are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCODCI, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO DCI adequate for the business engaged in by HUBCO and its Subsidiariesthe Company. As Copies of all such policies as in effect on the date hereof, neither HUBCO hereof are attached hereto as Company Disclosure Schedule 5.12(b). Neither the Company nor any of its Subsidiaries DCI has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and the Company is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Company is currently entitled to possession of any of the properties of the Company, whether owned or leased by the Company. To the Knowledge of DCI and the Company, the real property, buildings, structures and improvements owned or leased by the Company conform to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. The Company has not received notice of, and to the Knowledge of DCI and the Company, there does not exist (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by the Company, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by the Company's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. The properties and assets owned or leased by the Company constitute all of the property and assets that the Company uses or may reasonably need in connection with the operation of its business as conducted on the Closing Date, and all such property and assets are in good repair and operating condition, normal wear and tear excepted. The consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not impair the ability of the Company to continue to use such properties and assets.

Properties and Insurance. (a) HUBCO Faxxxxxxxx and its Subsidiaries Subsidiary have good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated Faxxxxxxxx'x xonsolidated balance sheet as of December 31, 19971995, or owned and 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 December 31, 19971995), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO Faxxxxxxxx and its subsidiaries Subsidiary taken as a whole and (iv) with respect to owned real property, if any, title imperfections noted in title reportsreports delivered to United prior to the date hereof. Except Faxxxxxxxx xnd its Subsidiary, as disclosed in the HUBCO Disclosure Schedulelessees, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control control, in all material respects, all real property leased by HUBCO or its Subsidiaries in all material respects them, as presently occupied, used, possessed and controlled by HUBCO and its Subsidiariesthem. (b) The Faxxxxxxxx Disclosure Schedule lists all policies of insurance and bonds covering business operations and all insurable properties and assets of HUBCO Faxxxxxxxx and its Subsidiaries are insured for their benefit against Subsidiary, all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such and the amount thereof and deductibles and against such risks and losses relating thereto. Except as are set forth in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As Faxxxxxxxx Disclosure Schedule, as of the date hereof, neither HUBCO nor Faxxxxxxxx xor any of its Subsidiaries Faxxxxxxxx Xubsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and neither of them is in default in any material respect under any such policy or bond, and, to the best of Faxxxxxxxx'x knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Except as disclosed in Seller Disclosure Schedule 4.12, ------------------------------- Seller and its the Seller Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Seller Financial Statements as of December 31, 1997, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have an adverse effect upon the business, operations, assets, and financial condition of HUBCO Seller and its subsidiaries the Seller Subsidiaries taken as a whole whole. Seller and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Seller Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Seller and the Seller Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO Seller and its Subsidiariesthe Seller Subsidiaries or necessary in the operation of their businesses as currently conducted. (b) The business operations and all insurable properties and assets of HUBCO Seller and its the Seller Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOShareholders, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO Shareholders adequate for the business engaged in by HUBCO Seller and its the Seller Subsidiaries. As Copies of all such policies as in effect on the date hereof, neither HUBCO nor any hereof are attached hereto as part of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashionSeller Disclosure ----------------- Schedule 4.

Properties and Insurance. (a) HUBCO All real and its personal property owned by PHSB or any of the PHSB Subsidiaries or presently used by any of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of PHSB and the PHSB Subsidiaries in the ordinary course of business consistent with their past practices. PHSB and the PHSB Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's PHSB’s consolidated balance sheet as of December March 31, 19972004, or owned and 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 December March 31, 19972004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated balance sheet or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such consolidated balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets, and assets or financial condition of HUBCO PHSB and its subsidiaries the PHSB Subsidiaries taken as a whole whole, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except as disclosed in PHSB and the HUBCO Disclosure Schedule, HUBCO and its PHSB Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries them in all material respects as presently occupied, used, possessed and controlled by HUBCO PHSB and its Subsidiariesthe PHSB Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right in a manner that would have a Material Adverse Effect. PHSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which PHSB or any of the PHSB Subsidiaries acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO PHSB and its the PHSB Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCOPHSB, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO PHSB adequate for the business engaged in by HUBCO PHSB and its the PHSB Subsidiaries. As of the date hereof, neither HUBCO PHSB nor any of its the PHSB Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO Except as disclosed in Company Disclosure Schedule 5.12(a), the ----------------------------------- Company has good and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet the Company Financial Statements as of December 31June 30, 19971999, or owned and 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 December 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith (iiiand for which adequate reserves have been made) and (ii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken Company. The Company as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by HUBCO or its Subsidiaries in all material respects the Company as presently occupied, used, possessed and controlled by HUBCO and the Company or necessary in the operation of its Subsidiariesbusinesses as currently conducted. (b) The business operations and all insurable material properties and assets of HUBCO and its Subsidiaries the Company are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, as in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of effect on the date hereof, neither HUBCO nor any copies of its Subsidiaries which are attached hereto as Company ------- Disclosure Schedule 5.12(b). The Company has not received any notice of --------------------------- cancellation or notice of a material amendment of any such insurance policy or bond or and the Company is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than the Company is currently entitled to possession of any of the properties that are material to the business or operations of the Company or the loss of use of which would have a Material Adverse Effect on the Company, whether owned or leased by the Company. To the Company's and the Shareholders' Knowledge, the real property, buildings, structures and improvements owned or leased by the Company conform in all material respects to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. The Company has not received notice of, and to the Company's and the Shareholders' Knowledge, there does not exist (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by the Company, (ii) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by the Company's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties or any basis for such. The properties and assets owned or leased by the Company constitute all of the property and assets that the Company uses or may reasonably need in connection with the operation of its business as conducted on the Closing Date, and all such property and assets are in good repair and operating condition, normal wear and tear excepted. The consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not impair the ability of the Company to continue to use such properties and assets.

Properties and Insurance. (a) HUBCO NYNB has good, and its Subsidiaries have good and, as to owned real propertyproperty marketable, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated NYNB’s balance sheet as of December 31September 30, 19972004, or owned and 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 December 31September 30, 19972004 either (A) to third parties in arm’s length transactions or (B) to insiders or to directors or officers of NYNB pursuant to the approval of the board of directors of NYNB and for fair value), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries NYNB taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reportsreports delivered to Xxxxxx Valley prior to the date hereof. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries NYNB as lessees have has the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries it in all material respects as presently occupied, used, possessed and controlled by HUBCO it. The NYNB Disclosure Schedule lists all leases pursuant to which NYNB occupies any real property and its Subsidiariesfor each such lease lists annual base rentals, annual add-ons for taxes, maintenance and the like, the annual increases to the end of the lease, the expiration date and any option terms. (b) The NYNB Disclosure Schedule lists all policies of insurance covering business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against NYNB showing all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibilitybonds, in with such amounts with and such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiariesspecified. As of the date hereof, neither HUBCO nor any of its Subsidiaries NYNB has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO All real and personal property owned by NCSB or presently used by it in its Subsidiaries have business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB in the ordinary course of business consistent with its past practices. NCSB has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCONCSB's consolidated balance sheet statement of financial condition as of December March 31, 1997, or owned and 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 December March 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet consolidated statement of financial condition or the notes thereto or that secure liabilities have been incurred in the ordinary course of business after the date of such balance sheetconsolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and assets or financial condition of HUBCO and its subsidiaries taken as a whole NCSB, and (iv) with respect to owned real property, title imperfections noted in title reportsreports prior to the date hereof. Except NCSB as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries it in all material respects as presently occupied, used, possessed and controlled by HUBCO NCSB and its Subsidiariesthe consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries NCSB are insured for their its benefit against all risks which, in the reasonable judgment of the management of HUBCONCSB, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO NCSB adequate for the business engaged in by HUBCO and its SubsidiariesNCSB. As of the date hereof, neither HUBCO nor any of its Subsidiaries NCSB has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) HUBCO and its Subsidiaries have Jersey has good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCOJersey's consolidated balance sheet as of December 31, 19971996, or owned and 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 December 31, 19971996), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said such balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries Jersey taken as a whole and (iv) with respect to owned real property, if any, title imperfections noted in title reportsreports delivered to Interchange prior to the date hereof. Except Jersey, as disclosed in the HUBCO Disclosure Schedulelessee, HUBCO and its Subsidiaries as lessees have has the right under valid and subsisting leases to occupy, use, possess and control control, in all material respects, all real property leased by HUBCO or its Subsidiaries in all material respects it, as presently occupied, used, possessed and controlled by HUBCO it. The Jersey Disclosure Schedule sets forth true and correct copies of all written leases of real property used by Jersey to conduct its Subsidiariesbusinesses. (b) The Jersey Disclosure Schedule lists all policies of insurance and bonds covering business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against Jersey, all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such and the amount thereof and deductibles and against such risks and losses relating thereto. Except as are set forth in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As Jersey Disclosure Schedule, as of the date hereof, neither HUBCO nor any of its Subsidiaries Jersey has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or and neither of them is in default in any material respect under any such policy or bond, and, to the best of Jersey's knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.