Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) All real and material personal property owned by Peoples or Peoples Bank or presently used by either of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Peoples and Peoples Bank in the ordinary course of business consistent with their past practices. Peoples and Peoples Bank have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' consolidated statement of financial condition as of June 30, 2000, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since June 30, 2000), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or financial condition of Peoples and Peoples Bank taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. Peoples and Peoples Bank as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by Peoples and Peoples Bank and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. (b) The business operations and all insurable properties and assets of Peoples and Peoples Bank are insured for their benefit against all risks which, in the reasonable judgment of the management of Peoples, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of Peoples adequate for the business engaged in by Peoples and Peoples Bank. As of the date hereof, neither Peoples nor Peoples Bank has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) All real and material personal property owned by Peoples the Company or Peoples the Bank or presently used by either of them in their respective business businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Peoples the Company and Peoples the Bank in the ordinary course of business consistent with their past practices. Peoples The Company and Peoples the Bank have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' the Company's consolidated statement of financial condition balance sheet as of June 30, 20002003, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since June 30, 20002003), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of Peoples the Company and Peoples the Bank taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. Peoples The Company and Peoples the Bank as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by Peoples the Company and Peoples the Bank and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. Company Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which the Company or the Bank act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same ("Leased Properties"). (b) The business operations and all insurable properties and assets of Peoples the Company and Peoples the Bank are insured for their its benefit against all risks which, in the reasonable judgment of the management of Peoplesthe Company and the Bank, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of Peoples the Company and the Bank adequate for the business engaged in by Peoples the Company and Peoples the Bank. As of the date hereof, neither Peoples the Company nor Peoples the Bank has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in material default under such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) All real and material personal property owned by Peoples DFFN or Peoples Bank the Association or presently used by either of them in their respective business businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Peoples DFFN and Peoples Bank the Association in the ordinary course of business consistent with their past practices. Peoples DFFN and Peoples Bank the Association have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' DFFN's consolidated statement of financial condition as of June September 30, 20001998, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since June September 30, 20001998), subject to no encumbrances, liens, mortgages, security DFFN interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security DFFN interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or financial condition of Peoples DFFN and Peoples Bank the Association taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. Peoples DFFN and Peoples Bank the Association as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by Peoples DFFN and Peoples Bank the Association and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. DFFN Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which DFFN or the Association act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of Peoples DFFN and Peoples Bank the Association are insured for their benefit against all risks which, in the reasonable judgment of the management of PeoplesDFFN and the Association, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of Peoples DFFN and the Association adequate for the business engaged in by Peoples DFFN and Peoples Bankthe Association. As of the date hereof, neither Peoples DFFN nor Peoples Bank the Association has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) All real and material personal property owned by Peoples Advance or Peoples Bank any of the Advance Subsidiaries or presently used by either of them in their respective business businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Peoples Advance and Peoples Bank the Advance Subsidiaries in the ordinary course of business consistent with their past practices. Peoples Advance and Peoples Bank have each of the Advance Subsidiaries has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' Advance's consolidated statement of financial condition balance sheet as of June 30, 20002004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since June 30, 20002004), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except , (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of Peoples Advance and Peoples Bank the Advance Subsidiaries taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. Peoples Advance and Peoples Bank the Advance Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by Peoples Advance and Peoples Bank the Advance Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. Advance Disclosure Schedule 2.13(a) sets forth an accurate listing of each lease pursuant to which Advance or any Advance Subsidiary acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same. (b) The business operations and all insurable properties and assets of Peoples Advance and Peoples Bank the Advance Subsidiaries are insured for their its benefit against all risks which, in the reasonable judgment of the management of PeoplesAdvance and Advance Savings, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of Peoples Advance and Advance Savings adequate for the business engaged in by Peoples Advance and Peoples Bankthe Advance Subsidiaries. As of the date hereof, neither Peoples Advance nor Peoples Bank any Advance Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) All real of the tangible assets and material other personal property owned or leased by Peoples or Peoples Bank Seller or presently used by either of them it in their respective its business is in an adequate good condition (ordinary wear and tear excepted) and is reasonably sufficient to carry on the business of Peoples and Peoples Bank Seller in the ordinary course of business consistent with their past practices. Peoples and Peoples Bank have good Seller has title and, as to owned real property, good and marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' consolidated statement of financial condition Seller’s unaudited balance sheet as of June September 30, 2000, 2015 or owned and acquired subsequent thereto (except to the extent that for such assets and properties that have been disposed of for fair value in the ordinary course of business since June September 30, 20002015), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, balance sheet; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and for which adequate reserves have been made in the Seller Financial Statements; (iii) liens for real property Taxes not yet due and payable; (iv) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets assets, liabilities or condition (financial condition or otherwise) of Peoples and Peoples Bank Seller, taken individually or as a whole, ; and (ivv) with respect to owned real property, (x) easements, rights-of-way, covenants, consents, restrictions, encroachments, variations and other restrictions, charges or encumbrances (whether recorded or not) that do not interfere materially with the ordinary course of Seller’s business at such property, (y) building restrictions, zoning laws and other Laws, now or at any time hereafter adopted by any Governmental Entity having jurisdiction that do not materially interfere with the ordinary course of Seller’s business, or (z) imperfections or irregularities of title imperfections noted in title reports delivered to Parent prior to the date hereofhereof (items (i) – (v) are collectively referred to herein as “Permitted Liens”). Peoples and Peoples Bank Seller as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by Peoples and Peoples Bank Seller. Seller Disclosure Schedule 3.14(a) sets forth an accurate listing of each lease pursuant to which Seller acts as lessor or lessee, including the expiration date and the consummation terms of any renewal options which relate to the transactions contemplated hereby and by same. Seller does not have any legal obligation, absolute or contingent, to any other person to sell or dispose of any of its assets except in the Agreement ordinary course of Merger will not affect any such rightbusiness consistent with past practices. (b) Seller Disclosure Schedule 3.14(b) sets forth a list of all policies of fire, theft, public liability, business interruption and other insurance (including fidelity bonds insurance) maintained by Seller as of the date hereof. The business operations and all insurable properties and assets of Peoples and Peoples Bank Seller are reasonably insured for their its benefit against all risks (including flood) which, in to the reasonable judgment Knowledge of the management of PeoplesSeller, should be insured against, in each case case, under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in are, to the opinion Knowledge of the management of Peoples Seller, adequate for the business engaged in by Peoples and Peoples BankSeller. As of the date hereof, neither Peoples nor Peoples Bank Seller has not received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or is in default under such policy or bond, all premiums and other payments due under any such policy or bond have been paid, no coverage thereunder is being disputed disputed, and all material claims thereunder have been or will be filed in a timely fashion.

Properties and Insurance. (a) All real and material personal property owned by Peoples or Peoples Bank or presently used by either of them in their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of Peoples and Peoples Bank Except as disclosed in the ordinary course of business consistent with their past practices. Peoples and Peoples Bank have Seller Financial Statements or in Seller Disclosure Schedule 4.12, Seller has good and, as to owned real ------------------------------- property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Peoples' consolidated statement of financial condition the Seller Financial Statements as of June 30December 31, 20001998, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since June 30, 2000such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on Seller; (iii) statutory liens securing the businessclaims or demands of materialmen, operationsmechanics, assets or financial condition of Peoples and Peoples Bank taken as a wholecarriers, 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 owned real property, title imperfections noted funds on deposit therewith or other property in title reports prior to the date hereofpossession thereof. Peoples and Peoples Bank Seller as lessees have lessee has the right under valid and subsisting leases to occupy, use, possess and control all real property leased by them in all material respects Seller as presently occupied, used, possessed and controlled by Peoples and Peoples Bank and Seller or necessary in the consummation operation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightits business as currently conducted. (b) The business operations and all insurable properties and assets of Peoples and Peoples Bank Seller are insured for their its benefit against all risks which, in the reasonable judgment of the management of PeoplesShareholders, should be insured against, in each case under valid, binding and enforceable policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of Peoples Shareholders adequate for the business engaged in by Peoples and Peoples BankSeller. As Certificates of insurance with respect to all such policies as in effect on the date of this Agreement are attached hereto as Seller Disclosure Schedule 4.12. ------------------------------- Neither Seller nor either of the date hereof, neither Peoples nor Peoples Bank Shareholders has received any written notice of cancellation or written notice of a material amendment of any such insurance policy or bond or bond, and Seller is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. (c) No person other than Seller is currently entitled to possession of any of the properties of Seller, whether owned or leased by Seller. To the Knowledge of Seller and the Shareholders, the real property, buildings, structures and improvements owned or leased by Seller conform to all Applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated by this Agreement materially and adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. Seller has not received written notice, nor does Seller have actual knowledge of (i) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by Seller, (ii) any proposal for materially increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (iii) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by Seller's insurance providers requiring or recommending any repairs or work to be done with reference to any such properties. The properties and assets owned or leased by Seller are adequate for the conduct of its business as presently conducted and are in good repair and operating condition, normal wear and tear excepted. The properties and assets owned or leased by Seller constitute all of the property and assets that Seller uses or may reasonably need in connection with the operation of its business as presently conducted, and the consummation of the transactions contemplated by this Agreement will not impair the ability of Parent to use such properties and assets.