Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) Section 4.15(a) of the Parent Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer.

Properties and Insurance. (a) Section 4.15(a(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), including the street address of each such Owned Property, and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth the street address of all real property leased by the Company or any of its Subsidiaries under the Company Real Property Leases and the names of such leases. The Company has made available to Parent true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto. The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent the Company or any of its Subsidiaries, other than defaults that have been cured by Parent the Company or its Subsidiaries or waived in writing. Parent The Company and its Subsidiaries have not leased or sub-leased any Parent Company Property to any third parties. (c) Parent The Company or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(c) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent The Company or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent the Company and its Subsidiaries. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Company Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent the Company nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent The Company and its Subsidiaries have made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent the Company and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The Company is not a party to any management agreement with any third party providing for the management or operation of the Company Property. (d) The tangible assets and other personal property owned or leased by Parent the Company and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Section 3.16(d)(i) of the Company Disclosure Schedule sets forth all leases of tangible assets and other personal property by the Company or its Subsidiaries (“Personal Property Leases”) involving annual payments in excess of $100,000. (ii) Except as set forth on Section 4.15(c)(i3.16(d)(ii) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent the Company or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent the Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent the Company’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has made available to Parent true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease. (de) The business operations and all insurable properties and assets of Parent the Company and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent the Company and its Subsidiaries. Parent The Company and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or its Subsidiaries. Neither Parent the Company nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Company Property, Parent the Company or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent the Company or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent the Company or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (f) Section 3.16(e) of the Company Disclosure Schedule sets forth an accurate description of the bank owned life insurance coverage (“BOLI”) maintained by the Company and the Company’s Bank.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseorlicense or, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. The Parent Company has furnished to Parent’s counsel copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of the then current draft of this Agreement) to the extent in the possession of the Company or its Subsidiaries. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all real property leased by the Company or any of its Subsidiaries under the Real Property Leases. The Company has furnished to Parent’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 3.16(c) of the then current draft of this Agreement). None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Parent’s counsel. The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent the Company or any of its Subsidiaries, other than defaults that have been cured by Parent the Company or its Subsidiaries or waived in writing. Parent The Company and its Subsidiaries have not leased or sub-leased any Parent Company Property to any third parties. (cd) Parent The Company or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent The Company or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent the Company and its Subsidiaries. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Company Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent the Company nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent The Company and its Subsidiaries have made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent the Company and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The Company has delivered to Parent’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of the Company Property (with a designation that such copies have been delivered pursuant to Section 3.16(d) of the then current draft of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent the Company and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.16(e)(i) of the Company Disclosure Schedule sets forth all leases of tangible assets and other personal property by the Company or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.16(e)(ii) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent the Company or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent the Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent the Company’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has delivered to Parent’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 3.16(e) of the then current draft of this Agreement). (df) The business operations and all insurable properties and assets of Parent the Company and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent the Company and its Subsidiaries. Parent The Company and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to Parent. Neither Parent the Company nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Company Property, Parent the Company or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent the Company or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent the Company or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) The Company’s Bank does not sponsor, maintain or otherwise provide any bank owned life insurance. The Company and its Subsidiaries do not sponsor, maintain or otherwise provide any other type of insurance coverage providing for, and are not otherwise obligated to pay, any death benefits with respect to any current or former employee, officer or director of the Company or its Subsidiaries.

Properties and Insurance. (a) Section 4.15(a) All of the Parent Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or FTC or any of its Subsidiaries or presently used by any of them in their respective business are in good condition and repair (ordinary wear and tear excepted) and are fit for use sufficient to carry on the business of FTC and its Subsidiaries in the Ordinary Course ordinary course consistent with past practices. FTC and each of Businessits Subsidiaries have good title to all material assets and properties, whether real or personal, tangible or intangible, reflected in FTC’s consolidated unaudited balance sheet as of December 31, 2020 or owned and acquired subsequent thereto (except for such assets and properties that have been disposed of for fair value in the ordinary course of business since December 31, 2020), free from any Liens except for Permitted Liens. (ib) Except as set forth on Section 4.15(c)(i4.19(b) of the Parent FTC Disclosure ScheduleSchedule sets forth a list of all policies of fire, neither Parent nor any theft, flood, public liability, business interruption and other insurance (including fidelity {JX489484.11} PD.35183901.7 bonds insurance) maintained by FTC and the Subsidiaries as of 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 is are insured against such risks and in default under any material provision such amounts, with such deductibles, as the management of any leases of tangible assets FTC reasonably has determined to be prudent and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Leaseconsistent with industry practice, (ii) no written or, all insurance policies under which any of the assets or properties of FTC and its Subsidiaries are covered or otherwise relating to the Knowledge business of Parent, oral notice has been received by Parent or by any of FTC and its Subsidiaries from (excluding policies required in respect to any lessor under any Parent Personal Property Lease that Parent Loans in which FTC or any of its Subsidiaries is in material default thereunder, (iiiare named as additional insureds) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and are in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases FTC and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned paid or granted any other security interest accrued (to the extent not due and payable) all premiums due, and has otherwise performed all of its obligations under each such insurance policy and (iii) the policy limits of insurance policies currently in effect covering assets, employees and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent FTC and its Subsidiaries have not received any notice been eroded by the payment of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurerclaim handling expenses.

Properties and Insurance. (a) Section 4.15(a4.16(a) of the Parent Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) Section 4.16(b) of the Parent Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Parent Owned Real Properties. Parent has furnished to the Company’s counsel copies of all deeds, surveys and title policies relating to the Parent Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Parent Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 4.16(b) of the then current draft of this Agreement) to the extent in the possession of Parent or its Subsidiaries. (c) Section 4.16(c) of the Parent Disclosure Schedule sets forth the street address of all real property leased by Parent or any of its Subsidiaries under the Parent Real Property Leases and the names of such leases. Parent has furnished to the Company’s counsel true and complete copies of all Parent Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 4.16(c) of the then current draft of this Agreement). None of the Parent Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to the Company’s counsel. The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (cd) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c4.16(d) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. Parent has delivered to the Company’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of the Parent Property (with a designation that such copies have been delivered pursuant to Section 4.16(d) of the then current draft of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on . Section 4.15(c)(i4.16(e)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any Schedule sets forth all leases of tangible assets and other personal property material to the operations of by Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,00025,000. Except as set forth on Section 4.16(e)(ii) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under any material provision of any Parent Personal Property Lease and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. Parent has delivered to the Company’s counsel true and complete copies of each written Parent Personal Property Lease, and in the case of any oral Parent Personal Property Lease, a written summary of the material terms of such Parent Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 4.16(e) of the then current draft of this Agreement). (df) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 4.16(f) of the Parent Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by Parent and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to the Company. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) Section 4.16(g) of the Parent Disclosure Schedule sets forth an accurate description of the BOLI maintained by Parent and the Parent’s Bank.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. The Parent Company has furnished to Parent’s counsel copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of the then current draft of this Agreement) to the extent in the possession of the Company or its Subsidiaries. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth the street address of all real property leased by the Company or any of its Subsidiaries under the Company Real Property Leases and the names of such leases. The Company has furnished to Parent’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 3.16(c) of the then current draft of this Agreement). None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Parent’s counsel. The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent the Company or any of its Subsidiaries, other than defaults that have been cured by Parent the Company or its Subsidiaries or waived in writing. Parent The Company and its Subsidiaries have not leased or sub-leased any Parent Company Property to any third parties. (cd) Parent The Company or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent The Company or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent the Company and its Subsidiaries. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Company Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent the Company nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent The Company and its Subsidiaries have made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent the Company and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The Company has delivered to Parent’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of the Company Property (with a designation that such copies have been delivered pursuant to Section 3.16(d) of the then current draft of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent the Company and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.16(e)(i) of the Company Disclosure Schedule sets forth all leases of tangible assets and other personal property by the Company or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.16(e)(ii) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent the Company or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent the Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent the Company’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has delivered to Parent’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 3.16(e) of the then current draft of this Agreement). (df) The business operations and all insurable properties and assets of Parent the Company and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent the Company and its Subsidiaries. Parent The Company and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to Parent. Neither Parent the Company nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Company Property, Parent the Company or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent the Company or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent the Company or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth an accurate description of the bank owned life insurance coverage (“BOLI”) maintained by the Company and the Company’s Bank.

Properties and Insurance. (a) Section 4.15(a) of the Parent Except as disclosed in Company Disclosure Schedule sets forth a true 5.12(a), the Company has good and complete list marketable title to all assets and properties, whether real or personal, tangible or intangible, reflected in the Company Financial Statements as of June 30, 1999, or owned 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 such date), subject to no Liens except (i) all material real property statutory liens for amounts not yet delinquent or which are being contested in good faith (and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), for which adequate reserves have been made) and (ii) such Liens and title imperfections that do not in the aggregate have a Material Adverse Effect on the Company or adversely affect the Company's use of the property subject thereto. The Company as lessee has the right under valid and subsisting leases to occupy, use, possess and control all leases, licenses, agreements or other instruments conveying a leasehold interest in real property leased by Parent the Company as presently occupied, used, possessed and controlled by the Company or any necessary in the operation of its Subsidiaries businesses as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)currently conducted. (b) The Parent Real Property Leases business operations and insurable material properties and assets of the Company are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, insured under policies or bonds owned or issued to the Knowledge of ParentInterCept Group, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties.Inc. (c) Parent No person other than the Company is currently entitled to possession of any of the properties that are material to the business or its Subsidiaries operations of the Company or the loss of use of which would have good and marketable title to all Parent Owned Propertya Material Adverse Effect on the Company, whether owned or leased by the Company. The Company has not received notice of, and a valid to the Company's and existing leasehold interest under each of the Parent Real Property LeasesShareholders' Knowledge, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, there does not require material repair exist (i) any pending or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened contemplated condemnation or eminent domain proceedings that affect proceeding affecting the properties owned or leased by the Company, (ii) any Parent Property or proposal for increasing the assessed value of any portion thereof. There is no option such properties for state, county, local or other agreement ad valorem Taxes or (written iii) any pending or otherwise) contemplated proceedings or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided public improvements that would result in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice levy of any special Tax or assessment affecting against any Parent Property, such properties; and no such Taxes or assessments are pending or, to the Company's and the Shareholder's Knowledge of Parent, threatened. Neither there are no outstanding requirements or recommendations by the Parent Property nor the use Company's insurance providers requiring or occupancy thereof violates in recommending any way any applicable Laws, covenants, conditions repairs or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required work to be made by Parent and its Subsidiaries under the Parent Real Property Leases done with reference to any such properties or as required under applicable Lawsany basis for such. The tangible properties and assets and other personal property owned or leased by Parent and/or any the Company constitute all of the property and assets that the Company uses in connection with the operation of its Subsidiaries business, and all such property and assets are in good condition usable and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) operating condition. The consummation of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets transactions contemplated by this Agreement and the other personal property material to Purchase Agreements will not impair the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none ability of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, Company to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right continue to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurerassets.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of of: (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseorlicensor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Properties. The Parent Company has furnished to Parent’s counsel copies of all deeds, surveys and title policies relating to the Owned Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of this Agreement) to the extent in the possession of the Company or its Subsidiaries. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a correct street address and, to the extent known by the Company without due inquiry, legal description and Tax parcel identification number of all real property leased by the Company or any of its Subsidiaries under the Real Property Leases. The Company has furnished to Parent’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto. None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Parent’s counsel The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent the Company or any of its Subsidiaries, other than defaults that have been cured by Parent the Company or its Subsidiaries or waived in writingwriting by the landlord under such Real Property Lease. Parent The Company and its Subsidiaries have not leased or sub-leased any Parent Company Property to any third parties. (cd) Parent The Company or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of any and all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent The Company or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, repair (reasonable wear and tear excepted), does not require material repair or replacement in order to serve be utilized for their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent the Company and its Subsidiaries. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property Company Properties have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent the Company nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent The Company and its Subsidiaries have made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent the Company and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The Company has delivered to Parent’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of the Company Property (with a designation that such copies have been delivered pursuant to Section 3.16(d) of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent the Company and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.16(e)(i) of the Company Disclosure Schedule sets forth all leases of tangible assets and other personal property by the Company or its Subsidiaries involving annual payments in excess of $50,000 (i) “Personal Property Leases”). Except as set forth on Section 4.15(c)(i3.16(e)(ii) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent the Company or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent the Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent the Company’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has delivered to Parent’s counsel true and complete copies of each written Personal Property Lease and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease. (df) The business operations and all insurable properties and assets of Parent the Company and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent the Company and its Subsidiaries. Parent All such insurance policies and bonds are in full force and effect. The Company and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to Parent. Neither Parent the Company nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Company Property, Parent the Company or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent the Company or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent the Company or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) The Company’s Bank does not sponsor, maintain or otherwise provide any bank owned life insurance. The Company and its Subsidiaries do not sponsor, maintain or otherwise provide any other type of insurance coverage providing for, and are not otherwise obligated to pay, any death benefits with respect to any current or former employee, officer or director of the Company or its Subsidiaries.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. The Parent Real Property Leases are valid Company has furnished to Parent’s counsel copies of all deeds, surveys and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, title policies relating to the Knowledge Owned Real Properties and copies of Parentall instruments, any agreements and other party theretodocuments evidencing, is creating or constituting Liens on such Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of the then current draft of this Agreement) to the extent in default thereunder in any material respect nor does any condition exist that with the giving possession of notice the Company or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(c) of the Parent Company Disclosure Schedule sets forth a correct legal description, street address and (B) Permitted Liens. Parent or one Tax parcel identification number of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to under the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Real Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer.

Properties and Insurance. (a) Section 4.15(a) All of the Parent Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or Seller or any of its Subsidiaries or presently used by any of them in their respective business are in good condition and repair (ordinary wear and tear excepted) and are fit for use sufficient to carry on the business of Seller and its Subsidiaries in the Ordinary Course ordinary course consistent with past practices. Seller and each of Businessits Subsidiaries have good title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Seller’s consolidated unaudited balance sheet as of December 31, 2017 or owned and acquired subsequent thereto (except for such assets and properties that have been disposed of for fair value in the ordinary course of business since December 31, 2017), free from any Liens except for Permitted Liens. (ib) Except as set forth on Section 4.15(c)(i4.19(b) of the Parent Seller Disclosure ScheduleSchedule sets forth a list of all policies of fire, neither Parent nor any theft, flood, public liability, business interruption and other insurance (including fidelity bonds insurance) maintained by Seller and the Subsidiaries as of the date hereof. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, (i) Seller and its Subsidiaries is are insured with reputable insurers against such risks and in default under any material provision such amounts, with such deductibles, as the management of any leases of tangible assets Seller reasonably has determined to be prudent and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Leaseconsistent with industry practice, (ii) no written or, all insurance policies under which any of the assets or properties of Seller and its Subsidiaries are covered or otherwise relating to the Knowledge business of Parent, oral notice has been received by Parent or by any of Seller and its Subsidiaries from (excluding policies required in respect to any lessor under any Parent Personal Property Lease that Parent Loans in which Seller or any of its Subsidiaries is in material default thereunder, (iiiare named as additional insureds) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and are in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases Seller and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned paid or granted any other security interest accrued (to the extent not due and payable) all premiums due, and has otherwise performed all of its obligations under each such insurance policy and (iii) the policy limits of insurance policies currently in effect covering assets, employees and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent Seller and its Subsidiaries have not received any notice been eroded by the payment of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurerclaim handling expenses.

Properties and Insurance. (a) Section 4.15(a) 3.10 of the Parent Disclosure Schedule attached hereto sets forth a list of all personal property owned by the Company. The Company owns no real property other than REO. There are no liens on any real or personal property owned by the Company except (i) as may be reflected in the Financial Statements, (ii) for any lien for current taxes not yet delinquent, (iii) for such other liens, security interests, claims, charges, options or other encumbrances and imperfections of title as do not materially affect the value of personal or real property reflected in the Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, and (iv) as it relates to any REO, the Company has good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the property reflected in the Financial Statements, and all property acquired since the respective dates of the Financial Statements, except such property as has been disposed of in the ordinary course of business for adequate consideration. Each of such properties conforms in all material respects to currently applicable ordinances, regulations and zoning requirements and, if required, is occupied pursuant to a certificate of occupancy authorizing its current use. (b) Section 3.10 of the Disclosure Schedule sets forth a true and complete list as of the date hereof of all leases of real property, identifying separately each ground lease, to which the Company is a party (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”"Leases"), other than Leases related to REO. The Leases are in full force and (ii) effect in all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseormaterial respects and, as applicable) (individually, a “Parent Real Property Lease” and collectivelyof the date of this Agreement, the “Parent Real Property Company has not received a notice of default or termination with respect to such Leases” and. All leases pursuant to which the Company, together with the Parent Owned Propertiesas lessee, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) The Parent Real Property Leases leases real or personal property are valid and enforceable in accordance with their respective terms terms. There has not occurred any event which would constitute a breach by Seller of, or default by Seller or the Company in, the performance of any covenant, agreement or condition contained in any Lease. (c) Section 3.10 of the Disclosure Schedule contains a true and complete list of all material insurance policies currently in effect that insure the business, operations or employees of the Company or any subsidiary or affect or relate to the ownership, use or operation of any of the assets and properties of the Company or any subsidiary and that have been issued to the Company or any subsidiary for the benefit of the Company or any subsidiary. Each such policy is valid and binding and in full force and effect, no premiums due thereunder have not been paid and neither Parent the Company nor any subsidiary has received any notice of its Subsidiaries nor, to the Knowledge cancellation or termination in respect of Parent, any other party thereto, such policy or is in default thereunder in any material respect nor does any condition exist respect. Seller has no reason to believe that with existing Policies cannot be renewed or replaced as and when the giving of notice or passage of timesame shall expire, or both, would constitute a material default by Parent or any of its Subsidiariesupon terms and conditions as favorable as those presently in effect, other than defaults possible increases in premiums or unavailability in coverage that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries resulted from any lessor under any Parent Personal Property Lease that Parent extraordinary loss experience of Seller or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property LeasesCompany. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent the Company and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent the Company or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. The Parent Company has furnished to Parent’s counsel copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of the then current draft of this Agreement) to the extent in the possession of the Company or its Subsidiaries. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all real property leased by the Company or any of its Subsidiaries under the Real Property Leases. The Company has furnished to Parent’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 3.16(c) of the then current draft of this Agreement). None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Parent’s counsel. The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent the Company or any of its Subsidiaries, other than defaults that have been cured by Parent the Company or its Subsidiaries or waived in writing. Parent The Company and its Subsidiaries have not leased or sub-leased any Parent Company Property to any third parties. (cd) Parent The Company or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent The Company or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent the Company and its Subsidiaries. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Company Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent the Company nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent The Company and its Subsidiaries have made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent the Company and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The Company has delivered to Parent’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of the Company Property (with a designation that such copies have been delivered pursuant to Section 3.16(d) of the then current draft of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent the Company and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.16(e)(i) of the Company Disclosure Schedule sets forth all leases of tangible assets and other personal property by the Company or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.16(e)(ii) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent the Company or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent the Company or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent the Company’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has delivered to Parent’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 3.16(e) of the then current draft of this Agreement). (df) The business operations and all insurable properties and assets of Parent the Company and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent the Company and its Subsidiaries. Parent The Company and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to Parent. Neither Parent the Company nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Company Property, Parent the Company or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent the Company or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent the Company or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) The Company’s Bank has purchased in 2003 and 2007, for an aggregate premium (from a 1035 exchange from TPC Consulting) of $6.5 million received by the insurance carriers after 1035 exchange costs, approximately $7.1 million of bank owned life insurance (“BOLI”) coverage covering the lives of 19 officers and directors of the Company’s Bank (the “BOLI Covered Individuals”). The Company’s Bank has entered into an agreement with each BOLI Covered Individual (an “Insurance Agreement”) entitling such BOLI Covered Individual to receive a death benefit. Section 3.16(g) of the Company Disclosure Schedule sets forth the names and current ages of each of the BOLI Covered Individuals, and the formula for determining the death benefit that each such individual will be entitled to receive. Except as set forth in Section 3.16(g) of the Company Disclosure Schedule, in no event will any BOLI Covered Individual be entitled to receive more than $25,000 upon his or her death pursuant to the Insurance Agreements and any other plan or arrangement entered into in connection with the Company’s Bank’s BOLI, all of which shall be funded by the Company’s Bank’s BOLI without the payment of any further premium. Other than the BOLI for the BOLI Covered Individuals, the Company and its Subsidiaries do not sponsor, maintain or otherwise provide BOLI coverage or any other type of insurance coverage providing, or shall be obligated to pay, any death benefits with respect to any current or former employee, officer or director of the Company or its Subsidiaries. The Company has delivered to Parent’s counsel true and complete copies of the agreements and other documents providing for the BOLI, the Insurance Agreements and of any plan documents that afford to the BOLI Covered Individuals any rights to receive payments from the Company’s Bank’s BOLI (with a designation that such copies have been delivered pursuant to Section 3.16(g) of the then current draft of this Agreement). Such Insurance Agreements and plan documents will entitle the BOLI Covered Individuals to the payments set forth herein, but no other payments.

Properties and Insurance. (a) Section 4.15(a3.18(a) of the Parent NJCB Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent NJCB and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent NJCB or any of its Subsidiaries as lessee or lessor (or licensee or licenseorlicensor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent NJCB Property” and collectively as the “Parent NJCB Properties”). (b) Section 3.18(b) of the NJCB Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Properties. NJCB has furnished to 1st Constitution’s counsel copies of all deeds, surveys and title policies relating to the Owned Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Properties (with a designation that such copies have been delivered pursuant to Section 3.18(b) of this Agreement) to the extent in the possession of NJCB or its Subsidiaries. (c) Section 3.18(c) of the NJCB Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all real property leased by NJCB or any of its Subsidiaries under the Real Property Leases. NJCB has furnished to 1st Constitution’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 3.18(c) of this Agreement). None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to 1st Constitution’s counsel. The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent NJCB nor any of its Subsidiaries nor, to the Knowledge of ParentNJCB, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent NJCB or any of its Subsidiaries, other than defaults that have been cured by Parent NJCB or its Subsidiaries or waived in writing. Parent Except as set forth in Section 3.18(c) of the NJCB Disclosure Schedule, NJCB and its Subsidiaries have not leased or sub-leased any Parent NJCB Property to any third parties. NJCB has furnished to 1st Constitution’s counsel true and complete copies of all leases and subleases where NJCB and/or its Subsidiaries have leased or subleased any NJCB Property to any third parties. (cd) Parent NJCB or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.18(d) of the Parent NJCB Disclosure Schedule and (B) Permitted Liens. Parent NJCB or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent NJCB Property. All Parent NJCB Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent NJCB Properties are considered by Parent NJCB to be adequate for the current business of Parent NJCB and its Subsidiaries. There are no pending, or to the Knowledge of ParentNJCB, threatened condemnation or eminent domain proceedings that affect any Parent NJCB Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent NJCB Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent NJCB nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent NJCB Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent NJCB nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent NJCB Property, and no such Taxes or assessments are pending or, to the Knowledge of ParentNJCB, threatened. Neither the Parent NJCB Property nor the use or occupancy thereof violates in any material way any applicable Laws, covenants, conditions or restrictions. Parent NJCB and its Subsidiaries have made all material repairs and replacements to the Parent NJCB Property that, to ParentNJCB’s Knowledge, are required to be made by Parent NJCB and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. NJCB has delivered to 1st Constitution’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of NJCB Property (with a designation that such copies have been delivered pursuant to Section 3.18(d) of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent NJCB and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.18(e)(i) of the NJCB Disclosure Schedule sets forth all leases of tangible assets and other personal property by NJCB or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.18(e)(ii) of the Parent NJCB Disclosure Schedule, (i) neither Parent NJCB nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of ParentNJCB, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of ParentNJCB, oral notice has been received by Parent NJCB or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent NJCB or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of ParentNJCB, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent NJCB’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of ParentNJCB, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent NJCB nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent NJCB nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. NJCB has delivered to 1st Constitution’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 3.18(e) of this Agreement). (df) The business operations and all insurable properties and assets of Parent NJCB and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentNJCB, 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 judgment of the management of Parent NJCB adequate for the business engaged in by Parent NJCB and its Subsidiaries. Parent NJCB and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent Section 3.18(f) of the NJCB Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by NJCB and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to 1st Constitution. Except as set forth in Section 3.18(f) of the NJCB Disclosure Schedule, neither NJCB nor any of its Subsidiaries has received any written notice notice, or to the Knowledge of NJCB, any oral notice, that there are any pending actions or claims against the Parent NJCB Property, Parent NJCB or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent NJCB or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent NJCB or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) NJCB has purchased in 2012 and 2013, for an aggregate premium of $3.5 million received by the insurance carriers, with approximately $8.2 million of bank owned life insurance (“BOLI”) coverage covering the lives of 18 officers and directors of NJCB (the “BOLI Covered Individuals”). NJCB has entered into an agreement with each BOLI Covered Individual (an “Insurance Agreement”) entitling such BOLI Covered Individual to receive a death benefit. Section 3.18(g) of the NJCB Disclosure Schedule sets forth the names and current ages of each of the BOLI Covered Individuals, and the formula for determining the death benefit that each such individual will be entitled to receive. Except as set forth in Section 3.18(g) of the NJCB Disclosure Schedule, in no event will any BOLI Covered Individual be entitled to receive more than $25,000 upon his or her death pursuant to the Insurance Agreements and any other plan or arrangement entered into in connection with NJCB’s BOLI, all of which shall be funded by NJCB’s BOLI without the payment of any further premium. Other than the BOLI for the BOLI Covered Individuals, NJCB and its Subsidiaries do not sponsor, maintain or otherwise provide BOLI coverage or any other type of insurance coverage providing, or shall be obligated to pay, any death benefits with respect to any current or former employee, officer or director of NJCB or its Subsidiaries. NJCB has delivered to 1st Constitution’s counsel true and complete copies of the agreements and other documents providing for the BOLI, the Insurance Agreements and of any plan documents that afford to the BOLI Covered Individuals any rights to receive payments from NJCB’s BOLI (with a designation that such copies have been delivered pursuant to Section 3.18(g) of this Agreement). Such Insurance Agreements and plan documents will entitle the BOLI Covered Individuals to the payments set forth herein, but no other payments.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent RFH Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent RFH and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent RFH or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent RFH Property” and collectively as the “Parent RFH Properties”). (b) Section 3.16(b) of the RFH Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. RFH has furnished to 1st Constitution’s counsel copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties (with a designation that such copies have been delivered pursuant to Section 3.16(b) of the then current draft of this Agreement) to the extent in the possession of RFH or its Subsidiaries. (c) Section 3.16(c) of the RFH Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all real property leased by RFH or any of its Subsidiaries under the Real Property Leases. RFH has furnished to 1st Constitution’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto (with a designation that such copies have been delivered pursuant to Section 3.16(c) of the then current draft of this Agreement). None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to 1st Constitution’s counsel. The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent RFH nor any of its Subsidiaries nor, to the Knowledge of ParentRFH, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent RFH or any of its Subsidiaries, other than defaults that have been cured by Parent RFH or its Subsidiaries or waived in writing. Parent Except as set forth in Section 3.16(c) of the RFH Disclosure Schedule, RFH and its Subsidiaries have not leased or sub-leased any Parent RFH Property to any third parties. RFH has furnished to 1st Constitution’s counsel true and complete copies of all leases and subleases where RFH and/or its Subsidiaries have leased or subleased any RFH Property to any third parties. (cd) Parent RFH or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent RFH Disclosure Schedule and (B) Permitted Liens. Parent RFH or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent RFH Property. All Parent RFH Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent RFH Properties are considered by Parent RFH to be adequate for the current business of Parent RFH and its Subsidiaries. There are no pending, or to the Knowledge of ParentRFH, threatened condemnation or eminent domain proceedings that affect any Parent RFH Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent RFH Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent RFH nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent RFH Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent RFH nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent RFH Property, and no such Taxes or assessments are pending or, to the Knowledge of ParentRFH, threatened. Neither the Parent RFH Property nor the use or occupancy thereof violates in any material way any applicable Laws, covenants, conditions or restrictions. Parent RFH and its Subsidiaries have made all material repairs and replacements to the Parent RFH Property that, to ParentRFH’s Knowledge, are required to be made by Parent RFH and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. RFH has delivered to 1st Constitution’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of RFH Property (with a designation that such copies have been delivered pursuant to Section 3.16(d) of the then current draft of this Agreement). (e) The tangible assets and other personal property owned or leased by Parent RFH and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.16(e)(i) of the RFH Disclosure Schedule sets forth all leases of tangible assets and other personal property by RFH or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.16(e)(ii) of the Parent RFH Disclosure Schedule, (i) neither Parent RFH nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of ParentRFH, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of ParentRFH, oral notice has been received by Parent RFH or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent RFH or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of ParentRFH, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent RFH’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of ParentRFH, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent RFH nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent RFH nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. RFH has delivered to 1st Constitution’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease (with a designation that such copies have been delivered pursuant to Section 3.16(e) of the then current draft of this Agreement). (df) The business operations and all insurable properties and assets of Parent RFH and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentRFH, 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 judgment of the management of Parent RFH adequate for the business engaged in by Parent RFH and its Subsidiaries. Parent RFH and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent Section 3.16(f) of the RFH Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by RFH and/or its Subsidiaries currently or at any time during the past three years. Copies of all insurance policies reflected on such list have been provided to 1st Constitution. Except as set forth in Section 3.16(c) of the RFH Disclosure Schedule, neither RFH nor any of its Subsidiaries has received any written notice notice, or to the Knowledge of RFH, any oral notice, that there are any pending actions or claims against the Parent RFH Property, Parent RFH or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent RFH or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent RFH or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) RFH has purchased in 2010, for an aggregate premium of $4 million received by the insurance carriers after 1035 exchange costs, approximately $4 million of bank owned life insurance (“BOLI”) coverage covering the lives of 14 officers and directors of RFH (the “BOLI Covered Individuals”). RFH has entered into an agreement with each BOLI Covered Individual (an “Insurance Agreement”) entitling such BOLI Covered Individual to receive a death benefit. Section 3.16(g) of the RFH Disclosure Schedule sets forth the names and current ages of each of the BOLI Covered Individuals, and the formula for determining the death benefit that each such individual will be entitled to receive. Except as set forth in Section 3.16(g) of the RFH Disclosure Schedule, in no event will any BOLI Covered Individual be entitled to receive more than $25,000 upon his or her death pursuant to the Insurance Agreements and any other plan or arrangement entered into in connection with RFH’s BOLI, all of which shall be funded by RFH’s BOLI without the payment of any further premium. Other than the BOLI for the BOLI Covered Individuals, RFH and its Subsidiaries do not sponsor, maintain or otherwise provide BOLI coverage or any other type of insurance coverage providing, or shall be obligated to pay, any death benefits with respect to any current or former employee, officer or director of RFH or its Subsidiaries. RFH has delivered to 1st Constitution’s counsel true and complete copies of the agreements and other documents providing for the BOLI, the Insurance Agreements and of any plan documents that afford to the BOLI Covered Individuals any rights to receive payments from RFH’s BOLI (with a designation that such copies have been delivered pursuant to Section 3.16(g) of the then current draft of this Agreement). Such Insurance Agreements and plan documents will entitle the BOLI Covered Individuals to the payments set forth herein, but no other payments.

Properties and Insurance. (a) Section 4.15(a) 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 Village's balance sheet as of September 30, 1998, or owned and acquired subsequent thereto (except to the Parent Disclosure Schedule sets forth a true extent that such assets and complete list properties have been disposed of for fair value in the ordinary course of business since September 30, 1998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) all material real property and interests those items that secure liabilities that are reflected in real property owned by Parent and/or any such balance sheet or the notes thereto or incurred in the ordinary course of its Subsidiaries other than any business after the date of such property or interests categorized as “other real estate owned” (individuallybalance sheet, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leasesstatutory liens for amounts not yet delinquent or which are being contested in good faith, licenses(iii) such encumbrances, agreements liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Village; (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to TF prior to the date hereof and (v) any lien, mortgages, security interests in favor of, or other instruments conveying a leasehold placed by, TF. Village, as lessee, has the right under valid and subsisting leases to assign its interest in such leases and to occupy, use, possess and control, in all material respects, all real property leased by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseorit, as applicable) (individuallypresently occupied, a “Parent Real Property Lease” used, possessed and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)controlled by it. (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Village Disclosure Schedule lists all policies of insurance and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The bonds covering business operations and all insurable properties and assets of Parent and its Subsidiaries are insured for their benefit against Village, all risks which, in the reasonable judgment of the management of Parent, 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 reasonable judgment Village Disclosure Schedule, as of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have not date hereof, 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 and are 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. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer.

Properties and Insurance. (a) Section 4.15(a3.18(a) of the Parent Shore Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent Shore and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent Shore or any of its Subsidiaries as lessee or lessor (or licensee or licenseorlicensor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Shore Property” and collectively as the “Parent Shore Properties”). (b) Section 3.18(b) of the Shore Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Properties. Shore has furnished to Purchaser’s counsel copies of all deeds, surveys and title policies relating to the Owned Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Properties to the extent in the possession of Shore or its Subsidiaries. (c) Section 3.18(c) of the Shore Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all real property leased by Shore or any of its Subsidiaries under the Real Property Leases. Shore has furnished to Purchaser’s counsel true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto. None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Purchaser’s counsel. The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent Shore nor any of its Subsidiaries nor, to the Knowledge of ParentShore, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent Shore or any of its Subsidiaries, other than defaults that have been cured by Parent Shore or its Subsidiaries or waived in writing. Parent Except as set forth in Section 3.18(c) of the Shore Disclosure Schedule, Shore and its Subsidiaries have not leased or sub-leased any Parent Shore Property to any third parties. Shore has furnished to Purchaser’s counsel true and complete copies of all leases and subleases where Shore and/or its Subsidiaries have leased or subleased any Shore Property to any third parties. (cd) Parent Shore or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.18(d) of the Parent Shore Disclosure Schedule and (B) Permitted Liens. Parent Shore or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Shore Property. All Parent Shore Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Shore Properties are considered by Parent Shore to be adequate for the current business of Parent Shore and its Subsidiaries. There are no pending, or to the Knowledge of ParentShore, threatened condemnation or eminent domain proceedings that affect any Parent Shore Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Shore Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent Shore nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property Shore Properties have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent Shore nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Shore Property, and no such Taxes or assessments are pending or, to the Knowledge of ParentShore, threatened. Neither the Parent Shore Property nor the use or occupancy thereof violates in any material way any applicable Laws, covenants, conditions or restrictions. Parent Shore and its Subsidiaries have made all material repairs and replacements to the Parent Property Shore Properties that, to ParentShore’s Knowledge, are required to be made by Parent Shore and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. Shore has delivered to Purchaser’s counsel true and complete copies of all agreements that pertain to the ownership, management or operation of Shore Properties. (e) The tangible assets and other personal property owned or leased by Parent Shore and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. . Section 3.18(e)(i) of the Shore Disclosure Schedule sets forth all leases of tangible assets and other personal property by Shore or its Subsidiaries (i“Personal Property Leases”) involving annual payments in excess of $25,000. Except as set forth on Section 4.15(c)(i3.18(e)(ii) of the Parent Shore Disclosure Schedule, (i) neither Parent Shore nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, Lease and, to the Knowledge of ParentShore, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of ParentShore, oral notice has been received by Parent Shore or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent Shore or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of ParentShore, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent Shore’s nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of ParentShore, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent Shore nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent Shore nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. Shore has delivered to Purchaser’s counsel true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease. (df) The business operations and all insurable properties and assets of Parent Shore and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentShore, 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 judgment of the management of Parent Shore adequate for the business engaged in by Parent Shore and its Subsidiaries. Parent Shore and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Neither Parent Section 3.18(f) of the Shore Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by Shore and/or its Subsidiaries currently or at any time during the past three (3) years. Copies of all insurance policies reflected on such list have been provided to Purchaser. Except as set forth in Section 3.18(f) of the Shore Disclosure Schedule, neither Shore nor any of its Subsidiaries has received any written notice notice, or to the Knowledge of Shore, any oral notice, that there are any pending actions or claims against the Parent any Shore Property, Parent Shore or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent Shore or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent Shore or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) Shore has purchased on December 5, 2012, January 28, 2013, December 6, 2013, September 23, 2016 and December 19, 2017, for an aggregate premium of $6,308,335 received by the insurance carriers, with $17,565,838 of bank owned life insurance (“BOLI”) coverage covering the lives of 31 officers and directors of Shore (the “BOLI Covered Individuals”). Shore has entered into an agreement with each BOLI Covered Individual (an “Insurance Agreement”) entitling such BOLI Covered Individual to receive a death benefit. Section 3.18(g) of the Shore Disclosure Schedule sets forth the names and current ages of each of the BOLI Covered Individuals, and the formula for determining the death benefit that each such individual will be entitled to receive. Except as set forth in Section 3.18(g) of the Shore Disclosure Schedule, in no event will any BOLI Covered Individual be entitled to receive more than $25,000 upon his or her death pursuant to the Insurance Agreements and any other plan or arrangement entered into in connection with Shore’s BOLI, all of which shall be funded by Shore’s BOLI without the payment of any further premium. Other than BOLI for the BOLI Covered Individuals, Shore and its Subsidiaries do not sponsor, maintain or otherwise provide BOLI coverage or any other type of insurance coverage providing, or shall be obligated to pay, any death benefits with respect to any current or former employee, officer or director of Shore or its Subsidiaries. Shore has delivered to Purchaser’s counsel true and complete copies of the agreements and other documents providing for Shore’s BOLI, the Insurance Agreements and of any plan documents that afford to the BOLI Covered Individuals any rights to receive payments from Shore’s BOLI. Such Insurance Agreements and plan documents will entitle the BOLI Covered Individuals to the payments set forth herein, but no other payments.

Properties and Insurance. (a) Section 4.15(a) of the Parent Except as disclosed in Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively5.12(a), the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”). (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have Company has good and marketable title to all Parent Owned Propertyassets and properties, and a valid and existing leasehold interest under each of the Parent Real Property Leaseswhether real or personal, in each casetangible or intangible, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required reflected in the Ordinary Course Company Financial Statements as of BusinessOctober 31, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending1998, or owned or acquired subsequent thereto (except to the Knowledge extent that such assets and properties have been disposed of Parentfor fair value in the ordinary course of business since such date), threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, no Liens except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is statutory liens for amounts not yet delinquent or which are being contested in default under any material provision of any leases of tangible assets good faith (and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has for which adequate reserves have been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (imade) and (ii) above, to such Liens and title imperfections that do not in the Knowledge of Parent, no event aggregate have a Material Adverse Effect on the Company. The Company as lessee has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due right under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force subsisting leases to occupy, use, possess and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal control all real property leased under such Parent Personal Property Leases has been disturbed by the Company as presently occupied, used, possessed and controlled by the Company or necessary in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any operation of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leasesbusinesses as currently conducted. (db) The business operations and all insurable properties and assets of Parent and its Subsidiaries the Company are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentShareholders, 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 judgment opinion of the management of Parent Shareholders adequate for the business engaged in by Parent and its Subsidiariesthe Company. Parent and its Subsidiaries have not Copies of all such policies as in effect on the date hereof are attached hereto as Company Disclosure Schedule 5.12(b). Neither the Company nor any of the Shareholders has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and are 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. Neither Parent nor . (c) No person other than the Company is currently entitled to possession of any of its Subsidiaries 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 written notice 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 pending actions repairs or claims against the Parent Property, Parent 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 Subsidiariesbusiness as conducted on the Closing Date, whether or not and all such claims or actions property and assets are covered by insurancein good repair and operating condition, normal wear and tear excepted. None The consummation of the insurance policies maintained transactions contemplated by Parent or its Subsidiaries constitute self-insured fronting policies or are subject this Agreement and the other Purchase Agreements will not impair the ability of the Company to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurercontinue to use such properties and assets.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Company Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” the Company (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries the Company as lessee or lessor (or licensee or licenseorlicense or, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Company Property” and collectively as the “Parent Company Properties”). (b) Section 3.16(b) of the Company Disclosure Schedule sets forth the street address and Tax parcel identification number of all Owned Real Properties. The Company has furnished to Parent copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties to the extent in the possession of the Company. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth the street address and Tax parcel identification number of all real property leased by the Company under the Real Property Leases. The Company has furnished to Parent true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto. None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to Parent. The Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries the Company nor, to the Knowledge of Parentthe Company, any other party thereto, thereto is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiariesthe Company, other than defaults that have been cured by Parent or its Subsidiaries the Company or waived in writing. Parent and its Subsidiaries have The Company has not leased or sub-leased any Parent Company Property to any third parties. (cd) Parent or its Subsidiaries have The Company has good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Company Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries The Company enjoys peaceful, undisturbed and exclusive possession of each Parent Company Property. All Parent Company Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Company Properties are considered by Parent the Company to be adequate for the current business of Parent and its Subsidiariesthe Company. There are no pending, or to the Knowledge of Parentthe Company, threatened condemnation or eminent domain proceedings that affect any Parent Company Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Company Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns the Company does not own or holdshold, or and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Company Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries The Company has not received any notice of any special Tax or assessment affecting any Parent Company Property, and no such Taxes or assessments are pending or, to the Knowledge of Parentthe Company, threatened. Neither the Parent Company Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have The Company has made all material repairs and replacements to the Parent Company Property that, to Parentthe Company’s Knowledge, are required to be made by Parent and its Subsidiaries the Company under the Parent Real Property Leases or as required under applicable Laws. The Company has delivered to Parent true and complete copies of all agreements that pertain to the ownership, management or operation of the Company Property. (e) The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries the Company are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on . Section 4.15(c)(i3.16(e)(i) of the Parent Company Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any Schedule sets forth all leases of tangible assets and other personal property material to by the operations of Parent Company or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,00025,000. Except as set forth on Section 3.16(e)(ii) of the Company Disclosure Schedule, (i) the Company is not in default under any material provision of any Personal Property Lease and, to the Knowledge of Parentthe Company, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parentthe Company, oral notice has been received by Parent or by any of its Subsidiaries the Company from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries the Company is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parentthe Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiarythe Company’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has not been disturbed in any material respect and, to the Knowledge of Parentthe Company, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary the Company has not subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have the Company has not collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. The Company has delivered to Parent true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease. (df) The business operations and all insurable properties and assets of Parent and its Subsidiaries the Company are insured for their benefit against all risks which, in the reasonable judgment of the management of Parentthe 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 reasonable judgment of the management of Parent the Company adequate for the business engaged in by Parent and its Subsidiariesthe Company. Parent and its Subsidiaries have The Company has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and are 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. Neither Parent nor Section 3.16(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all primary and excess insurance coverage held by the Company currently or at any time during the past three years. Copies of its Subsidiaries all insurance policies reflected on such list have been provided to Parent. The Company has not received any written notice that there are any pending actions or claims against the Parent Property, Parent Company Property or any of its Subsidiariesthe Company, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries the Company constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have the Company has made for insurance have been acknowledged for coverage by the applicable insurer. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth a complete and accurate list of all current and former employees, officers and/or directors of the Company with respect to whom the Company maintains life insurance coverage, together with, for each such individual, the policy number and insurer, the amount of death benefits payable under such policy, the cash surrender value of such policy as reported on the most recent policy statement, the date of such statement, the premiums payable for such coverage, the amount of the death benefit payable to the individual’s beneficiary, and the amount of the death benefit payable to the Company, in the event of the death of the individual. Except as set forth Section 3.16(g) of the Company Disclosure Schedule, no life insurance coverage maintained by the Company requires the coverage to be continued after the insured’s termination of employment or service with the Company. Except as set forth in Section 3.16(g) of the Company Disclosure Schedule, the Company does not sponsor, maintain or otherwise provide any bank owned life insurance or any other type of insurance coverage providing for, and is not otherwise obligated to pay, any death benefits with respect to any current or former employee, officer or director of the Company. The Company has delivered to Parent true and complete copies of all agreements and other documents providing for the insurance coverages set forth in Section 3.16(g) of the Company Disclosure Schedule.

Properties and Insurance. (a) Section 4.15(a) of Except as disclosed in the Parent Seller Financial Statements or in Seller Disclosure Schedule sets forth a true 4.12, Seller has good and, as to owned real ------------------------------- property, marketable title to all assets and complete list properties, whether real or personal, tangible or intangible, reflected in the Seller Financial Statements as of December 31, 1998, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business since such date), subject to no Liens except (i) all material real property and interests statutory liens for amounts not yet delinquent or which are being contested in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and good faith; (ii) all leasessuch Liens and title imperfections that do not in the aggregate have a Material Adverse Effect on Seller; (iii) statutory liens securing the claims or demands of materialmen, licensesmechanics, agreements carriers, warehousemen, landlords, 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 funds on deposit therewith or other instruments conveying a leasehold interest property in possession thereof. Seller as lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by Parent Seller as presently occupied, used, possessed and controlled by Seller or any necessary in the operation of its Subsidiaries business as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)currently conducted. (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries Seller are insured for their its benefit against all risks which, in the reasonable judgment of the management of ParentStockholders, 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 judgment opinion of the management of Parent Stockholders adequate for the business engaged in by Parent and its SubsidiariesSeller. Parent and its Subsidiaries have not 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 Stockholders has received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond bond, and are 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. Neither Parent nor . (c) No person other than Seller is currently entitled to possession of any of its Subsidiaries 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 written notice 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 pending actions repairs or claims against work to be done with reference to any such properties. The properties and assets owned or leased by Seller are adequate for the Parent Property, Parent or any conduct of its Subsidiariesbusiness as presently conducted and are in good repair and operating condition, whether normal wear and tear excepted. The properties and assets owned or not such claims or actions are covered leased by insurance. None Seller constitute all of the insurance policies maintained 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 or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insureruse such properties and assets.

Properties and Insurance. (a) Section 4.15(a) of the Parent Except as disclosed in Company Disclosure Schedule sets forth a true 5.12(a), the ----------------------------------- Company has good and complete list marketable title to all assets and properties, whether real or personal, tangible or intangible, reflected in the Company Financial Statements as of June 30, 1999, or owned 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 such date), subject to no Liens except (i) all material real property statutory liens for amounts not yet delinquent or which are being contested in good faith (and interests in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), for which adequate reserves have been made) and (ii) such Liens and title imperfections that do not in the aggregate have a Material Adverse Effect on the Company or adversely affect the Company's use of the property subject thereto. The Company as lessee has the right to occupy, use, possess and control all leases, licenses, agreements or other instruments conveying a leasehold interest in real property leased by Parent the Company as presently occupied, used, possessed and controlled by the Company or any necessary in the operation of its Subsidiaries businesses as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)currently conducted. (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable material properties and assets of Parent and its Subsidiaries the Company are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentCompany and the Members, 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 judgment opinion of the management of Parent Company and the Members adequate for the business engaged in by Parent and its Subsidiariesthe Company. Parent and its Subsidiaries have Copies of all such policies as in effect on the date hereof are attached hereto as Company Disclosure Schedule 5.12(b). ----------------------------------- Company has not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and are 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. Neither Parent nor . (c) No person other than the Company is currently entitled to possession of any of its Subsidiaries 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 Members' 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 Company's and the Members' Knowledge, there does not exist (i) any written notice 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 pending actions repairs or claims against the Parent Property, Parent 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, and those assets used by the Company listed on Company Disclosure Schedule 5.12, constitute all of the -------------------------------- property and assets that the Company uses in connection with the operation of its Subsidiariesbusiness as conducted on the Closing Date, whether or not and all such claims or actions property and assets are covered by insurancein good repair and operating condition, normal wear and tear excepted. None The consummation of the insurance policies maintained transactions contemplated by Parent or its Subsidiaries constitute self-insured fronting policies or are subject this Agreement and the other Purchase Agreements will not impair the ability of the Company to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurercontinue to use such properties and assets.

Properties and Insurance. (a) Section 4.15(a) Except as disclosed in Company Disclosure Schedule 5.11(a), the Company has good and marketable title to all of the Parent Disclosure Schedule sets forth a true and complete list of Assets, whether real or personal, tangible or intangible, subject to no Liens except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith (and for which adequate reserves have been made). The Company as lessee has the right to occupy, use, possess and control all material real property leased by the Company as presently occupied, used, possessed and interests controlled by the Company or necessary in real property owned by Parent and/or any the operation of its Subsidiaries other than any such property or interests categorized the Business as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)currently conducted. (b) The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Property. All Parent Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Property subject to the Parent Real Property Leases, except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property Leases. (d) The business operations and all insurable properties and assets of Parent and its Subsidiaries Assets are insured for their the Companies' benefit against all risks which, in the reasonable judgment of the management of ParentCompanies, 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 judgment opinion of the management of Parent Companies adequate for the business engaged Assets. Copies of all such policies as in by Parent and its Subsidiarieseffect on the date hereof are attached hereto as Company Disclosure Schedule 5.11(b). Parent and its Subsidiaries have not Neither of the Companies has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and are not 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. Neither Parent nor 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 its Subsidiaries has received any written notice 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 pending actions repairs or claims against the Parent Property, Parent work to be done with reference to any such properties or any of its Subsidiaries, whether or not such claims or actions are covered by insurancebasis for such. None To the Knowledge of the insurance policies maintained 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 Parent or its Subsidiaries constitute self-insured fronting policies or are subject this Agreement and the other Purchase Agreements will not impair the ability of the Purchaser to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insureruse such Assets.

Properties and Insurance. (a) Section 4.15(a) of the Parent Disclosure Schedule sets forth a true and complete list of The Company owns no real property. Except (i) all material real property and interests as may be reflected in real property owned by Parent and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a “Parent Owned Property” and collectively, the “Parent Owned Properties”)Financial Statements, and (ii) for Permitted Encumbrances and such other Encumbrances and imperfections of title that do not materially affect the value of personal property reflected in the Financial Statements or acquired since the date of such Financial Statements and that do not materially affect the value of or materially interfere with or impair the present and continued use of such property, the Company has good and marketable indefeasible fee simple title, free and clear of Encumbrances, to all leasesof the personal property reflected in the Financial Statements, licensesand all personal property acquired since the date of the Financial Statements, agreements except such personal property as has been disposed of in the Ordinary Course of Business for adequate consideration and except for liens, security interests, claims, charges, or other instruments conveying such other Encumbrances as have been appropriately reserved for in the Financial Statements. The Company is not a leasehold interest in party to any agreement or option to purchase any real property by Parent or any of its Subsidiaries as lessee or lessor (or licensee or licenseor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Property” and collectively as the “Parent Properties”)interest therein. (b) The Parent Real Property Leases are valid Schedule 4.6(b) sets forth a true, correct and enforceable in accordance with their respective terms and neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent or any of its Subsidiaries, other than defaults that have been cured by Parent or its Subsidiaries or waived in writing. Parent and its Subsidiaries have not leased or sub-leased any Parent Property to any third parties. (c) Parent or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each complete list of the Parent Real Property Leasesaddress or other description, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c) as of the Parent Disclosure Schedule and (B) Permitted Liens. Parent or one of its Subsidiaries enjoys peacefuldate hereof, undisturbed and exclusive possession of each Parent Propertylease for real property to which the Company is a party (including the date and name of the parties to such lease). All Parent Property is in a good state The Company has previously delivered to Buyer true, correct and complete copies of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Properties are considered by Parent to be adequate for the current business of Parent and its Subsidiaries. There are no pending, or to the Knowledge of Parent, threatened condemnation or eminent domain proceedings that affect any Parent Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Propertieseach lease. With respect to any Parent Property subject all leases of real property to which the Parent Real Property Company is a party (collectively, the “Leases”), except as expressly provided in the Parent Real Property Leases, neither Parent nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Property, and no such Taxes or assessments are pending or, to the Knowledge of Parent, threatened. Neither the Parent Property nor the use or occupancy thereof violates in any way any applicable Laws, covenants, conditions or restrictions. Parent and its Subsidiaries have made all material repairs and replacements to the Parent Property that, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under the Parent Real Property Leases or as required under applicable Laws. The tangible assets and other personal property owned or leased by Parent and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on Section 4.15(c)(iSchedule 4.6(b), (i) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default Company has performed all material obligations required to be performed by it to date under any material provision of any leases of tangible assets and other personal property material to the operations of Parent or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,000, and, to the Knowledge of Parent, none of the other counterparties thereto is in default under any material provision of any Parent Personal Property each Lease, (ii) no written or, the Company has not received a notice of default or termination with respect to the Knowledge of Parent, oral notice has been received by Parent or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent or any of its Subsidiaries is in material default thereundersuch Lease, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of Parent, no event has occurred or circumstance exists which, with transactions contemplated by this Agreement do not require the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration consent of any payments due under other party to any such Parent Personal Property LeasesLease (except for those lease consents to be obtained by the Company pursuant to Section 4.10 of this Agreement), (iv) each no security deposit or portion thereof deposited with respect to any such Lease has been applied in respect of the Parent Personal Property Leases is valid and a breach or default under such Lease, which has not been redeposited in full force and effectfull, (v) neither Parent the Company does not owe, nor will it owe in the future, any Parent Subsidiarybrokerage commissions or finder’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of Parent, there are no disputes fees with respect to any such Parent Personal Property LeasesLease, (vi) neither Parent nor the other party to any Subsidiary such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company, (vii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the personal property leased under estate or interest created by any such Parent Personal Property Leases and Lease or any portion thereof, (viiviii) neither Parent nor any of its Subsidiaries have the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein, and (ix) there are no Liens Encumbrances (other than Permitted Encumbrances) on the leasehold estate or interest created by any such Parent Personal Property LeasesLease. The Company quietly enjoys the premises provided for in any such Lease in all material respects. (dc) Schedule 4.6(c) sets forth a summary of all insurance policies and bonds, pursuant to which the Company is an insured party or a beneficiary, or under which the Company or any of its directors or officers, in his or her capacity as such, is covered (collectively, the “Policies”). The business operations Company has, prior to the date of this Agreement, made available to Buyer correct and complete copies of all Policies. The Company is in material compliance with the Policies and is not in default under any of the material terms thereof. Each Policy is outstanding and in full force and effect and all insurable properties premiums and assets of Parent other payments due under any Policy have been paid in due and its Subsidiaries are insured for their benefit against all risks whichtimely fashion, in and the reasonable judgment of the management of Parent, 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 judgment of the management of Parent adequate for the business engaged in by Parent and its Subsidiaries. Parent and its Subsidiaries have Company has not received any notice of cancellation a cancellation, or, to the Knowledge of the Company, threatened termination or notice of a material amendment of premium increase with respect to any such Policies. Such Policies collectively provide insurance policy or bond coverage that is adequate for the assets and operations of the Company, and collectively are not sufficient in default under any such policy or bond, no coverage thereunder is being disputed all material respects for compliance with all requirements of applicable Law and all material claims thereunder have been filed in Contracts to which the Company is a timely fashion. Neither Parent nor any of its Subsidiaries has received any written notice that there are any pending actions party or claims against the Parent Property, Parent or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insureris otherwise bound.

Properties and Insurance. (a) Section 4.15(a3.16(a) of the Parent Greater Xxxxxx Disclosure Schedule sets forth a true and complete list of (i) all material real property and interests in real property owned by Parent Greater Xxxxxx and/or any of its Subsidiaries other than any such property or interests categorized as “other real estate owned” (individually, a an “Parent Owned Property” and collectively, the “Parent Owned Properties”), and (ii) all leases, licenses, agreements or other instruments conveying a leasehold interest in real property by Parent Greater Xxxxxx or any of its Subsidiaries as lessee or lessor (or licensee or licenseorlicensor, as applicable) (individually, a “Parent Real Property Lease” and collectively, the “Parent Real Property Leases” and, together with the Parent Owned Properties, being referred to herein individually as a “Parent Greater Xxxxxx Property” and collectively as the “Parent Greater Xxxxxx Properties”). (b) Section 3.16(b) of the Greater Xxxxxx Disclosure Schedule sets forth a correct legal description, street address and Tax parcel identification number of all Owned Real Properties. Greater Xxxxxx has made available to ConnectOne copies of all deeds, surveys and title policies relating to the Owned Real Properties and copies of all instruments, agreements and other documents evidencing, creating or constituting Liens on such Owned Real Properties to the extent in the possession of Greater Xxxxxx or its Subsidiaries. (c) Section 3.16(c) of the Greater Xxxxxx Disclosure Schedule sets forth the street address of all real property leased by Greater Xxxxxx or any of its Subsidiaries under the Greater Xxxxxx Real Property Leases and the names of such leases. Greater Xxxxxx has made available to ConnectOne true and complete copies of all Real Property Leases and any and all amendments, modifications, restatements and supplements thereto None of the Real Property Leases have been modified in any material respect, except to the extent that such modification is disclosed by the copy made available to ConnectOne. The Parent Real Property Leases are valid and enforceable in accordance with their respective terms and neither Parent Greater Xxxxxx nor any of its Subsidiaries nor, to the Knowledge of ParentGreater Xxxxxx, any other party thereto, is in default thereunder in any material respect nor does any condition exist that with the giving of notice or passage of time, or both, would constitute a material default by Parent Greater Xxxxxx or any of its Subsidiaries, other than defaults that have been cured by Parent Greater Xxxxxx or its Subsidiaries or waived in writing. Parent Greater Xxxxxx and its Subsidiaries have not leased or sub-leased any Parent Greater Xxxxxx Property to any third parties. (cd) Parent Greater Xxxxxx or its Subsidiaries have good and marketable title to all Parent Owned Property, and a valid and existing leasehold interest under each of the Parent Real Property Leases, in each case, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Section 4.15(c3.16(d) of the Parent Greater Xxxxxx Disclosure Schedule and (B) Permitted Liens. Parent Greater Xxxxxx or one of its Subsidiaries enjoys peaceful, undisturbed and exclusive possession of each Parent Greater Xxxxxx Property. All Parent Each Greater Xxxxxx Property is in a good state of maintenance and repair, reasonable wear and tear excepted, does not require material repair or replacement in order to serve their its intended purposespurpose, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, conforms in all material respects with all applicable Laws and the Parent Greater Xxxxxx Properties are considered by Parent Greater Xxxxxx to be adequate for the current business of Parent Greater Xxxxxx and its Subsidiaries. There are no pendingpending or, or to the Knowledge of ParentGreater Xxxxxx, threatened condemnation or eminent domain proceedings that affect any Parent Greater Xxxxxx Property or any portion thereof. There is no option or other agreement (written or otherwise) or right in favor of others to purchase any interest in Parent Owned Properties. With respect to any Parent Greater Xxxxxx Property subject to the Parent a Real Property LeasesLease, except as expressly provided in the Parent such Real Property LeasesLease, neither Parent Greater Xxxxxx nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase or acquire any real property or any portion thereof or interest therein. All real estate Taxes and assessments which are due and payable as of the date hereof with respect to the Parent Property Greater Xxxxxx Properties have been paid (or will, prior to the imposition of any penalty or assessment, be paid). Neither Parent Greater Xxxxxx nor any of its Subsidiaries has received any notice of any special Tax or assessment affecting any Parent Greater Xxxxxx Property, and no such Taxes or assessments are pending or, to the Knowledge of ParentGreater Xxxxxx, threatened. Neither the Parent No Greater Xxxxxx Property nor or the use or occupancy thereof violates in any material way any applicable Laws, covenants, conditions or restrictions. Parent Greater Xxxxxx has made available to ConnectOne true and its Subsidiaries have made complete copies of all material repairs and replacements agreements that pertain to the Parent Property thatownership, to Parent’s Knowledge, are required to be made by Parent and its Subsidiaries under management or operation of the Parent Real Property Leases or as required under applicable Laws. Greater Xxxxxx Properties. (e) The tangible assets and other personal property owned or leased by Parent Greater Xxxxxx and/or any of its Subsidiaries are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Ordinary Course of Business. (i) Except as set forth on . Section 4.15(c)(i3.16(e)(i) of the Parent Greater Xxxxxx Disclosure Schedule, neither Parent nor any of its Subsidiaries is in default under any material provision of any Schedule sets forth all leases of tangible assets and other personal property material to the operations of Parent by Greater Xxxxxx or its Subsidiaries (“Parent Personal Property Leases”) involving annual payments in excess of $100,00025,000. Except as set forth on Section 3.16(e)(ii) of the Greater Xxxxxx Disclosure Schedule, (i) neither Greater Xxxxxx nor any of its Subsidiaries is in material default under any Personal Property Lease and, to the Knowledge of ParentGreater Xxxxxx, none of the other counterparties thereto is in material default under any material provision of any Parent Personal Property Lease, (ii) no written or, to the Knowledge of ParentGreater Xxxxxx, oral notice has been received by Parent Greater Xxxxxx or by any of its Subsidiaries from any lessor under any Parent Personal Property Lease that Parent Greater Xxxxxx or any of its Subsidiaries is in material default thereunder, (iii) with respect to clauses (i) and (ii) above, to the Knowledge of ParentGreater Xxxxxx, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit the termination, material modification or acceleration of any payments due under such Parent Personal Property Leases, (iv) each of the Parent Personal Property Leases is valid and in full force and effect, (v) neither Parent Greater Xxxxxx’x nor any Parent Subsidiary’s possession and quiet enjoyment of the personal property leased under such Parent Personal Property Leases has been disturbed in any material respect and, to the Knowledge of ParentGreater Xxxxxx, there are no disputes with respect to such Parent Personal Property Leases, (vi) neither Parent Greater Xxxxxx nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use the personal property leased under such Parent Personal Property Leases and (vii) neither Parent Greater Xxxxxx nor any of its Subsidiaries have collaterally assigned or granted any other security interest in and there are no Liens on the leasehold interest created by such Parent Personal Property LeasesLeases other than Permitted Liens. No shareholder or member of the Board of Directors of Greater Xxxxxx has possession of or any right to use any tangible assets and other personal property owned or leased by Greater Xxxxxx and/or any of its Subsidiaries. Greater Xxxxxx has made available to ConnectOne true and complete copies of each written Personal Property Lease, and in the case of any oral Personal Property Lease, a written summary of the material terms of such Personal Property Lease. (df) The business operations and all insurable properties and assets of Parent Greater Xxxxxx and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of ParentGreater Xxxxxx, 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 judgment of the management of Parent Greater Xxxxxx adequate for the business engaged in by Parent Greater Xxxxxx and its Subsidiaries. Parent Greater Xxxxxx and its Subsidiaries have not received any notice of cancellation or notice of a material amendment of any such insurance policy or bond 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. Section 3.16(f) of the Greater Xxxxxx Disclosure Schedule sets forth a complete and accurate list of all material primary and excess insurance coverage held by Greater Xxxxxx and/or its Subsidiaries. Copies of all insurance policies reflected on such list have been made available to ConnectOne. Neither Parent Greater Xxxxxx nor any of its Subsidiaries has received any written notice that there are any pending actions or claims against the Parent Greater Xxxxxx Property, Parent Greater Xxxxxx or any of its Subsidiaries, whether or not such claims or actions are covered by insurance. None of the insurance policies maintained by Parent Greater Xxxxxx or its Subsidiaries constitute self-insured fronting policies or are subject to retrospective premium adjustments. Any pending claims that Parent Greater Xxxxxx or its Subsidiaries have made for insurance have been acknowledged for coverage by the applicable insurer. (g) Section 3.16(g) of the Greater Xxxxxx Disclosure Schedule sets forth an accurate description of any bank owned life insurance coverage (“BOLI”) maintained by Greater Xxxxxx.