Common use of Properties and Leases Clause in Contracts

Properties and Leases. Company (a) has good, valid and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being owned by it or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business) (the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amended.

Properties and Leases. Company (a) has goodThe Company, valid the Bank and the Subsidiaries have good and marketable title to all the real properties and transferable title to all other properties and assets, tangible or intangible, owned by them (other than any assets reflected or properties classified as other real estate owned) that are material to the operation of their businesses, in each case free from Liens (other than (i) Liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the latest audited balance sheet included ordinary course of business of the Company, the Bank or such Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings and (iv) Liens with respect to tenant personal property, fixtures and/or leasehold improvements at the Audited Financial Statements as being owned by it or acquired after the date thereof subject premises arising under state statutes and/or principles of common law (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business) (the collectively, “Owned PropertiesPermitted Liens”), free and clear from encumbrances ) that would materially affect impair in any material respect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company them in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties. The Company, the “Real Property”)Bank and the Subsidiaries own, free lease or otherwise have valid easement rights to use all properties as are necessary to their operations as now conducted. To the knowledge of the Company, the Company, the Bank and clear from encumbrances the Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company them in any material respect, and is in possession . None of the properties purported to be leased thereunderCompany, and each such lease is valid without default thereunder by the lessee Bank or any Subsidiary or, to the Knowledge knowledge of the Company, the lessor, and (c) owns or leases all properties and assets as are used by Company any other party thereto is in default in any material respect under any lease described in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear exceptedimmediately preceding sentence. There are no condemnation or eminent domain proceedings pending or, to the Knowledge knowledge of the Company, threatened in writing, with respect to any of the real properties owned, or to the Company’s knowledge, any of the real properties leased, by the Company, the Bank or any of the Subsidiaries. None of the Company, the Bank or any of the Subsidiaries has, within the last two (2) years, made any material condemnation proceedings against the Real Property. Company is in title claims, or has outstanding any material compliance with all applicable health and safety related requirements for the Real Propertytitle claims, including those under the Americans with Disabilities Act any policy of 1990, as amended, and the Occupational Health and Safety Act title insurance respecting any parcel of 1970, as amendedreal property.

Properties and Leases. Company (a) has goodExcept as set forth on Schedule 5.17(a)(i) and except for any lien for current taxes not yet delinquent, valid FFC and each FFC Subsidiary have good marketable fee simple (with respect to real property) title free and clear of any material Liens, claims, charges, options, covenants, encumbrances or restrictions to all the properties real and assets personal property reflected in the latest audited FFC’s consolidated balance sheet as of December 31, 2008 included in FFC's Annual Report on Form 10-K for the Audited Financial Statements period then ended, and all real and personal property acquired since such date, except such real and personal property as being owned by it or acquired after the date thereof (except properties sold or otherwise has been disposed of since the date thereof in the Ordinary Course ordinary course of Businessbusiness. Schedule 5.17(a)(ii) sets forth a true, correct and complete list of, and describes briefly, all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by any FFC Entity (the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free with such properties categorized as Participation Facilities, Operating Properties or OREO. (b) All leases of real property pursuant to which such real property is leased by or from any FFC Entity (the “Leased Real Property”) and clear from encumbrances that would materially affect the value thereof all leases of personal property and which like properties all other leases material to any FFC Entity, are not commonly subject or which interfere valid and effective in accordance with the use made or to be made thereof by Company in their respective terms, and there is not, under any such lease, any material respectexisting default by any party thereto or any event which, and is in possession with notice or lapse of the properties purported to be leased thereundertime or both, would constitute such a material default. Substantially all FFC's and each such lease is valid without default thereunder by the lessee orFFC Subsidiary's owned and leased buildings and equipment have been well maintained and are in good and serviceable condition, to the Knowledge of Companyreasonable wear and tear excepted, the lessor, and for their current use. (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains 5.17(c) sets forth a true true, correct and complete list of all Real Property existing leases, subleases, licenses or other occupancy agreements or contracts (collectively “Lease Agreements”) to which any FFC Entity is a party or by which any FFC Entity is bound, and all amendments, modifications, extensions and supplements thereto, regardless of whether the terms thereof have commenced; and such schedule sets forth, with respect to each lease, (i) the name of the parties thereto, (ii) the space demised, (iii) the monthly fixed rent and the date through which it has been paid, (iv) the unapplied amount of the security deposit (if any), (v) the expiration date, and (vi) any arrears of rents or other payments and the amount thereof. A true, correct and complete copy of each Lease Agreement has been furnished or made available to SPAH as of the Agreement Date. date hereof. (d) The current use and operation of all FFC Real Property does not violate in any material respect any restrictions, covenants, agreements or Law (including applicable zoning restrictions and ordinances, variances thereto, or conditional use permits of the jurisdictions on which the FFC Real Property is in material compliance with all applicable zoning laws located, health and building codesfire codes and ordinances, and the buildings and improvements located on the subdivision regulations affecting any of such property) affecting such FFC Real Property are and no FFC Entity is in good operating condition and in a state default of good working order, ordinary wear and tear excepted. the payment of any common area maintenance or similar payments or reimbursements. (e) There are no pending or, to the Knowledge of Company, threatened material condemnation or eminent domain proceedings against the affecting any FFC Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amended.

Properties and Leases. Company (a) has good, valid Section 4.18(a)(i) of the Company Disclosure Schedule sets forth a correct and marketable title to complete list of all the properties and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being real property owned by it the Company or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business) its Subsidiaries (the “Owned PropertiesReal Property”), free . Section 4.18(a)(ii) of the Company Disclosure Schedule sets forth a correct and clear from encumbrances that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, (b) is the lessee complete list of all leasehold estates reflected leases or subleases currently in effect relating to all real property that any of the latest audited balance sheet included in Company or its Subsidiaries leases or subleases (the Audited Financial Statements or acquired after property demised thereunder herein referred to as the date thereof (except for leases that have expired by their terms since the date thereof“Leased Real Property”) (the “Leased Properties” andOwned Real Property, collectively together with the Owned PropertiesLeased Real Property, herein referred to collectively as the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is all of the material real property used in material compliance connection with the operation of the business of the Company and its Subsidiaries as it is currently conducted. As of the date of this Agreement and except as set forth in Section 4.18(a)(iii) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries has leased, subleased, licensed or otherwise granted any Person the right to use or occupy, or to purchase, all or any portion of the Real Property. (b) The Company or one of its Subsidiaries has good and valid (A) fee simple title to the Owned Real Property and (B) leasehold title to the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. Except as set forth in Section 4.18(b) of the Company Disclosure Schedule, with respect to each Leased Real Property, except in each case as would not have a Company Material Adverse Effect: (i) such lease or sublease is valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company or any of its Subsidiaries that has not been cured, and to the knowledge of the Company there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute a default on the part of the Company or any of its Subsidiaries under any such lease or sublease; and (iii) the Company has made available to Parent true and correct copies of each such lease or sublease, together with all applicable zoning laws amendments and building codessupplements thereto and assignments and subleases thereof, and in effect as of the buildings and improvements located on date of this Agreement. (c) Except as would not have a Company Material Adverse Effect, the Real Property are is sufficient for the operation of the business of the Company and its Subsidiaries as it is currently conducted. (d) Except in good operating condition each case as would not have a Company Material Adverse Effect, (i) the Company has not received notice of any pending condemnation, eminent domain or similar proceeding affecting all or any portion of the Owned Real Property; and in a state of good working order, ordinary wear and tear excepted. There are no pending or, (ii) to the Knowledge knowledge of the Company, no such proceeding is threatened material condemnation proceedings against all or any portion of the Owned Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amended.

Properties and Leases. Company Except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, (ai) each of the Corporation, the Subsidiaries and the Related Entities owns or leases all such properties as are necessary to the conduct of its business as presently operated and as proposed to be operated as described in the Registration Statement, the Prospectuses and the Disclosure Package; (ii) each of the Corporation, the Subsidiaries and the Related Entities has good, valid good and marketable title to all the properties real property and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being good and marketable title to all personal property owned by it or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof them, in the Ordinary Course of Business) (the “Owned Properties”), each case free and clear from encumbrances that would of any and all Liens except such as are described in the Registration Statement, the Prospectuses and the Disclosure Package or such as do not (individually or in the aggregate) materially affect the value thereof and to which like properties are not commonly subject of such property or which materially interfere with the use made or proposed to be made thereof of such property by Company in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesCorporation, the “Real Property”)Subsidiaries and the Related Entities; and any real property and buildings held under lease or sublease by the Corporation, free the Subsidiaries and clear from encumbrances that would materially affect the value thereof Related Entities are held by them under valid, subsisting and which like properties enforceable leases with such exceptions as are not commonly subject or which material to, and do not materially interfere with with, the use made or and proposed to be made thereof of such property and buildings by Company the Corporation, the Subsidiaries and the Related Entities; and (iii) neither the Corporation nor any Subsidiary nor any Related Entity has received any notice or other communication of any claim adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by the Corporation, any Subsidiary or any Related Entity, except as would not have a Material Adverse Effect. Except for the sale of inventory in the ordinary course of business, no person has any material respectcontract or any right or privilege capable of becoming a right to purchase any property from the Corporation, any Subsidiary or any Related Entity. Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Corporation nor any Subsidiary nor any Related Entity is in default or breach of any real property lease, and neither the Corporation nor any Subsidiary nor any Related Entity has received any notice or other communication from the owner or manager of any real property leased by the Corporation, any Subsidiary or any Related Entity that the Corporation, such Subsidiary or any Related Entity is not in possession compliance with any real property lease, and to the knowledge of the properties purported to be leased thereunderCorporation, and each no such lease notice or other communication is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns pending or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedhas been threatened.

Properties and Leases. Company (a) has good, valid and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being owned by it or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business) (the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Datedate of this Agreement. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amended.

Properties and Leases. Except for any (i) Liens for taxes and other governmental charges and assessments which are not yet due and payable, (ii) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, and (iii) other Liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien or imperfection (“Permitted Liens”), Company (a) has good, valid and each subsidiary of Company have good and marketable title in fee simple (in the case of owned real property) free and clear of any material Liens to all the properties real and assets personal property reflected in the latest audited Company’s consolidated balance sheet as of June 30, 2013 included in the Audited Financial Statements Company 10-K for the period then ended, and all owned real and personal property acquired since such date, except such owned real and personal property as being owned by it or acquired after the date thereof (except properties sold or otherwise has been disposed of since the date thereof in the Ordinary Course ordinary course of Businessbusiness. Except as would not reasonably be expected to result in a Company Material Adverse Effect, (i) (the “Owned Properties”), free all leases of real property and clear from encumbrances that would materially affect the value thereof and all other leases material to Company or any subsidiary of Company pursuant to which like properties are not commonly subject Company or which interfere with the use made or to be made thereof by Company in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge subsidiary of Company, the lessoras lessee, leases real or personal property are valid and effective in accordance with their respective terms, and (cii) owns or leases all properties and assets as are used there is not, under any such lease, any existing default by Company in the business or otherwise necessary to its operations as now conductedsuch subsidiary of Company or any event which, with notice or lapse of time or both, would constitute such a default. Section 3.10 of the The Company Disclosure Schedule contains sets forth a true and complete list of all Real Property listing as of the date of this Agreement Dateof the Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof. The Real Property is in material compliance with all applicable zoning laws and building codesOther than OREO, and except for ordinary wear and tear, all of the buildings buildings, structures, and improvements located on the Real Property appurtenances owned, leased, or occupied by Company or any subsidiary of Company are in good operating condition and in a state of good working ordermaintenance and repair and comply with applicable zoning and other municipal laws and regulations, ordinary wear and tear excepted. There there are no pending orlatent defects therein, except to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. extent that failure to satisfy this representation would not reasonably be expected to have a Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedMaterial Adverse Effect.

Properties and Leases. Company (ai) KSB has good, valid good and marketable title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all real properties and good title to all the properties other property and assets assets, tangible and intangible, reflected in the latest audited KSB consolidated balance sheet included as of September 30, 2001 (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after the date thereof (Disclosure Schedule and except properties personal property sold or otherwise disposed of since the date thereof September 30, 2001 in the Ordinary Course of Business) (the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to which like properties are except (a) liens for taxes or assessments not commonly subject or which interfere with the use made or to be made thereof by Company in any material respectdelinquent, (b) is liens, encumbrances and imperfections of title not created or suffered to be created by KSB nor actually known to KSB; (c) such other liens and encumbrances and imperfections of title as do not materially and adversely affect the lessee value of all leasehold estates such property as reflected in the latest audited KSB consolidated balance sheet included in as of September 30, 2001, or as currently shown on the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free books and clear from encumbrances that would materially affect the value thereof records of KSB and which like properties are do not commonly subject or which interfere with or impair the use made present and continued use, or (d) exceptions disclosed in title reports and preliminary title reports, copies of which shall be provided to be made thereof by Company WABC. To the actual knowledge of KSB, all tangible properties of KSB conform in any all material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance respects with all applicable ordinances, regulations and zoning laws and building codes, and the buildings and improvements located on the Real Property laws. All tangible properties of KSB are in a good operating condition and in a state of good working ordermaintenance and repair, ordinary normal wear and tear excepted, and are adequate for the current business of KSB. There No properties of KSB, are no the subject of any pending or, to the Knowledge of CompanyKSB's actual knowledge, threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material condemnation proceedings against or substance; nor, to KSB's actual knowledge, are any properties in which KSB holds a collateral or contingent interest or purchase option subject to any such pending or threatened investigation, claim or proceeding.. To KSB's actual knowledge, KSB does not own, possesses or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the Real Property. Company is location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material compliance respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any asset not owned or leased by KSB, KSB has not controlled, directed or participated in the operation or management of any such asset or any facilities or enterprise conducted thereon in such a manner as to cause KSB to be deemed by a court of competent jurisdiction to be an owner or operator of such asset under applicable health environmental laws. (ii) All properties held by KSB under leases are held under valid, binding and safety related requirements for enforceable leases (subject to applicable bankruptcy, insolvency and civil laws affecting creditors' rights generally, and subject, as to enforceability, to equitable principles of general applicability), with such exceptions as are not material and do not interfere with the Real Propertyconduct of the business of KSB, including those and KSB enjoy quiet and peaceful possession of such leased property. KSB is not in default in any respect under any material lease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (iii) Except as disclosed in the Disclosure Schedule, none of KSB's rights and obligations under the Americans with Disabilities Act leases referred to in Section 4(j)(ii) above require the consent of 1990any other party to the transaction contemplated by this Agreement. Where required, as amendedKSB shall use commercially reasonable efforts to obtain, and prior to the Occupational Health and Safety Act of 1970Effective Date, as amendedall consents to the transaction contemplated by this Agreement required to be obtained under such leases.

Properties and Leases. Company (ai) NVBancorp and/or NVB has good, valid good and marketable title title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all the real properties and assets good title, free and clear of all liens and encumbrances, to all other property and assets, tangible and intangible, reflected in the latest audited NVBancorp balance sheet included as of March 31, 2004, (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof March 31, 2004, in the Ordinary Course of Business) (the “Owned Properties”), free except for (a) liens for taxes or assessments not delinquent, (b) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the NVBancorp balance sheet as of March 31, 2004, or as currently shown on the books and records of NVBancorp and which do not interfere with or impair its present and continued use, or (c) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to YCB. All tangible properties of NVBancorp and/or NVB conform in all material respects with all applicable ordinances, regulations and zoning laws. To the knowledge of NVBancorp, all tangible properties of NVBancorp and/or NVB are in a good state of maintenance and repair and are adequate for the current business of NVBancorp. No properties of NVBancorp and/or NVB, and, to the best of NVBancorp's knowledge, no properties in which like NVBancorp and/or NVB holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. To the best of NVBancorp's knowledge, NVBancorp and/or NVB does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any real property not owned or leased by NVBancorp and/or NVB and held as security for a loan or in which NVBancorp otherwise has an interest, NVBancorp and/or NVB has not controlled, directed or participated in the operation or management of any such real property or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such real property under applicable environmental laws. (ii) All properties held by NVBancorp and/or NVB under leases are held under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of NVBancorp, and NVBancorp and/or NVB enjoy quiet and peaceful possession of such leased property. NVBancorp and/or NVB is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (biii) is Except as disclosed to YCB in writing, all of NVBancorp's or NVB's rights and obligations under the lessee leases referred to in Section 5.j.(ii) above do not require the consent of all leasehold estates reflected in any other party to the latest audited balance sheet included in transaction contemplated by this Agreement and the Audited Financial Statements or acquired after Agreement of Merger. Where required, NVBancorp shall obtain, prior to the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or consent of such parties to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedtransactions.

Properties and Leases. Company (ai) PCB has good, valid good and marketable title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all real properties and good title to all the properties other property and assets assets, tangible and intangible, reflected in the latest audited PCB balance sheet included as of March 31, 1998 (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof March 31, 1998, in the Ordinary Course of Business, as defined in Section 4.1(a) (the “Owned Properties”below), free except (a) liens for taxes or assessments not delinquent, (b) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the PCB balance sheet as of March 31, 1998, or as currently shown on the books and records of PCB and which do not interfere with or impair its present and continued use, or (c) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to Scripps. All tangible properties of PCB conform in all material respects with all applicable ordinances, regulations and zoning laws. All tangible properties of PCB are in a good state of maintenance and repair and are adequate for the current business of PCB. No properties of PCB, and, to the best of PCB's knowledge, no properties in which like it holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. PCB does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any asset not owned or leased by PCB, PCB has not controlled, directed or participated in the operation or management of any such asset or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such asset under applicable environmental laws. (ii) All properties held by PCB under leases are held by it under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of PCB, and PCB enjoys quiet and peaceful possession of such leased property. PCB is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (biii) is Except as set forth on Section 3.1(j) of the lessee of all leasehold estates reflected PCB Disclosure Schedule, no third party consents are required under the leases referred to in Section 3.1(j)(ii) in order to consummate the latest audited balance sheet included in transactions contemplated by this Agreement and the Audited Financial Statements or acquired after Merger Agreement. Where required, PCB shall obtain, prior to the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession necessary consents of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedparties.

Properties and Leases. Company (a) Innosearch has good, valid good and marketable title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all real properties and good title to all the properties other tangible property and assets assets, reflected in the latest audited Innosearch consolidated balance sheet included in the Audited Financial Statements as being owned by it or acquired after the date thereof of March 31, 1996 (except properties property held as lessee under leases entered into since March 31, 1996 and as set forth on Schedule 4.13(a) of the Innosearch Disclosure Statement attached hereto and except personal property sold or otherwise disposed of since the date thereof March 31, 1996 in the Ordinary Course of Business). All tangible properties of Innosearch conform in all material respects with all applicable ordinances, regulations and zoning laws. All material tangible properties of Innosearch are in a good state of maintenance and repair and are adequate for the current business of Innosearch. No properties of Innosearch, and no properties in which they hold a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. Innosearch does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any asset not owned or leased by Innosearch, Innosearch has not controlled, directed or participated in the operation or management of any such assets or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such asset under applicable environmental laws. (b) (All properties held by Innosearch under leases are held under valid, binding and enforceable leases, assuming such leases have been duly authorized by all necessary corporate action on the “Owned Properties”)part of the other parties to such leases, free and clear from encumbrances that would materially affect the value thereof and to which like properties with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof conduct of the business of Innosearch, and Innosearch enjoys quiet and peaceful possession of such leased property. A list of each property held by Company Innosearch under lease is attached hereto as Schedule 4.13(b) of the Innosearch Disclosure Statement. Innosearch is not in default in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in respect under any material respectlease, and agreement or obligation regarding its properties to which it is in possession of the properties purported to be leased thereunder, and each such lease a party or by which it is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and bound. (c) owns or None of Innosearch's and/or Innosearch's rights and obligations under the leases referred to in Section 4.13(b) above require the consent of any other party to the transaction contemplated by this Agreement. Where such consent is required, Innosearch shall use all properties and assets as are used by Company in commercially reasonable efforts to obtain, prior to the business or otherwise necessary to its operations as now conducted. Section 3.10 of Closing Date, the Company Disclosure Schedule contains a true and complete list consent of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, parties to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedany such transactions.

Properties and Leases. Company (a) Each of GAT and Innosearch has good, valid good and marketable title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all real properties and good title to all the properties other tangible property and assets (collectively, the "Real and Tangible Property"). All Real and Tangible Property is reflected in the latest audited GAT consolidated balance sheet included in the Audited Financial Statements as being owned by it or acquired after the date thereof of March 31, 1996 (except properties property held as lessee under leases entered into since March 31, 1996 and as set forth on Schedule 4.13(a) of the GAT Disclosure Statement attached hereto and except personal property sold or otherwise disposed of since the date thereof March 31, 1996 in the Ordinary Course of Business). All tangible properties of GAT and Innosearch conform in all material respects with all applicable ordinances, regulations and zoning laws. All material tangible properties of GAT and Innosearch are in a good state of maintenance and repair and are adequate for the current business of GAT and Innosearch. No properties of GAT or Innosearch, and no properties in which they hold a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. Neither GAT nor Innosearch owns, possesses or has a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any asset not owned or leased by GAT and/or Innosearch, neither GAT nor Innosearch has controlled, directed or participated in the operation or management of any such assets or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such asset under applicable environmental laws. (b) (All properties held by GAT and/or Innosearch under leases are held under valid, binding and enforceable leases, assuming such leases have been duly authorized by all necessary corporate action on the “Owned Properties”)part of the other parties to such leases, free and clear from encumbrances that would materially affect the value thereof and to which like properties with such exceptions as are not commonly subject or which material and do not interfere with the use made conduct of the business of GAT or to be made thereof Innosearch, and GAT and Innosearch each enjoys quiet and peaceful possession of such leased property. A list of each property held by Company GAT and/or Innosearch under lease is attached hereto as Schedule 4.13(a) of the GAT Disclosure Statement. Neither GAT nor Innosearch is in default in any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in respect under any material respectlease, and agreement or obligation regarding its properties to which it is in possession of the properties purported to be leased thereunder, and each such lease a party or by which it is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and bound. (c) owns or None of GAT's and/or Innosearch's rights and obligations under the leases referred to in Section 4.13(b) above require the consent of any other party to the transaction contemplated by this Agreement. Where such consent is required, GAT shall use all properties and assets as are used by Company in commercially reasonable efforts to obtain, prior to the business or otherwise necessary to its operations as now conducted. Section 3.10 of Closing Date, the Company Disclosure Schedule contains a true and complete list consent of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, parties to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedany such transactions.

Properties and Leases. Company (a) VCB has good, valid good and marketable title title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all the real properties and assets good title, free and clear of all liens and encumbrances, to all other property and assets, tangible and intangible, reflected in the latest audited unaudited balance sheet included of VCB as of the end of the most recent fiscal quarter (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof end of the most recent fiscal quarter, in the Ordinary Course of Business) (the “Owned Properties”), free except for (i) liens for taxes or assessments not delinquent, (ii) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the VCB balance sheet as of the end of the most recent fiscal quarter, or as currently shown on the books and records of VCB and which do not interfere with or impair its present and continued use, or (iii) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to FNB. To the knowledge of VCB, all tangible properties of VCB conform in all material respects with all applicable ordinances, regulations and zoning laws. To the knowledge of VCB, all tangible properties of VCB are in a good state of maintenance and repair and are adequate for the current business of VCB. No properties of VCB, and, to the best of VCB’s knowledge, no properties in which like VCB holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. To the best of VCB’s knowledge, VCB does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any real property not owned or leased by VCB and held as security for a loan or in which VCB otherwise has an interest, VCB has not controlled, directed or participated in the operation or management of any such real property or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such real property under applicable environmental laws. (b) All properties held by VCB under leases are held under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of VCB, and VCB enjoys quiet and peaceful possession of such leased property. VCB is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (c) Except as disclosed to FNB in writing, all of VCB’s rights and obligations under the leases referred to in paragraph (b) is above do not require the lessee consent of all leasehold estates reflected in any other party to the latest audited balance sheet included in consummation of the Audited Financial Statements or acquired after transactions contemplated by this Agreement and the date thereof (except for leases that have expired by their terms since Agreement of Merger. Where required, VCB shall obtain, prior to the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject consents or which interfere with the use made or estoppel agreements of such parties to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedtransactions.

Properties and Leases. Company (ai) Scripps has good, valid good and marketable title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all real properties and good title to all the properties other property and assets assets, tangible and intangible, reflected in the latest audited Scripps balance sheet included as of March 31, 1998 (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof March 31, 1998, in the Ordinary Course of Business) (the “Owned Properties”), free except (a) liens for taxes or assessments not delinquent, (b) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the Scripps balance sheet as of March 31, 1998, or as currently shown on the books and records of Scripps and which do not interfere with or impair its present and continued use, or (c) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to Scripps. All tangible properties of Scripps conform in all material respects with all applicable ordinances, regulations and zoning laws. All tangible properties of Scripps are in a good state of maintenance and repair and are adequate for the current business of Scripps. No properties of Scripps, and, to the best of Scripps's knowledge, no properties in which like it holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. Scripps does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any asset not owned or leased by Scripps, Scripps has not controlled, directed or participated in the operation or management of any such asset or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such asset under applicable environmental laws. (ii) All properties held by Scripps under leases are held by it under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of Scripps, and Scripps enjoys quiet and peaceful possession of such leased property. Scripps is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (biii) is Except as set forth on Section 3.2(j) of the lessee of all leasehold estates reflected Scripps Disclosure Schedule, no third party consents are required under the leases referred to in Section 3.2(j) in order to consummate the latest audited balance sheet included in transactions contemplated by this Agreement and the Audited Financial Statements or acquired after Merger Agreement. Where required, Scripps shall obtain, prior to the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession necessary consents of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedparties.

Properties and Leases. Company Except for any: (ai) Liens for taxes and other governmental charges and assessments which are not yet due and payable; (ii) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable; and (iii) other Liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien or imperfection (“Permitted Liens”), a Seller Entity has good, valid good and marketable title to all the properties and assets reflected in fee simple (in the latest audited balance sheet included in the Audited Financial Statements as being case of owned by it or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business) (the “Owned Properties”real property), free and clear from encumbrances that of any material Liens, to all the real and personal property reflected in Seller’s consolidated audited balance sheet as of December 31, 2013, and all owned real and personal property acquired since such date, except for with respect to such owned real and personal property as has been disposed of in the ordinary course of business. Except as would materially affect the value thereof not reasonably be expected to result in a Seller Material Adverse Effect, (a) all leases of real property and all other leases material to any Seller Entity pursuant to which like properties such Seller Entity, as lessee, leases real or personal property are not commonly subject or which interfere valid and effective in accordance with the use made or to be made thereof by Company in any material respect, their respective terms; and (b) there is the lessee not, under any such lease, any existing default by any Seller Entity or any event which, with notice or lapse of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements time or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” andboth, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession constitute such a default. Section 3.7 of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Seller Disclosure Schedule contains Memorandum sets forth a true and complete list of all Real Property listing as of the date of this Agreement Dateof the Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof. The Real Property is in material compliance with all applicable zoning laws and building codesOther than OREO, and except for ordinary wear and tear, all of the buildings buildings, structures, and improvements located on the Real Property appurtenances owned, leased, or occupied by any Seller Entity are in good operating condition and in a state of good working ordermaintenance and repair and comply with applicable zoning and other municipal laws and regulations, ordinary wear and tear excepted. There there are no pending orlatent defects therein, except to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedextent that failure to satisfy this representation would not reasonably be expected to have a Seller Material Adverse Effect.

Properties and Leases. Except for any Permitted Liens, the Company (a) has good, valid and marketable each Group Company have good title or usage rights free and clear of any Liens to all the properties real and assets personal property that are material to their respective businesses, other than as would be reasonably expected to have a Material Adverse Effect, which are reflected in the latest audited Company’s consolidated balance sheet as of December 31, 2019 included in the Audited Financial Statements Company’s Annual Report on Form 20-F for the period then ended, and all real and personal property that are material to their respective businesses acquired since such date, except such real and personal property as being owned by it or acquired after the date thereof (except properties sold or otherwise has been disposed of since the date thereof in the Ordinary Course ordinary course of Businessbusiness and other than as would be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) (Liens for taxes and other governmental charges and assessments arising in the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to ordinary course which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respectyet due and payable, (bii) is the lessee Liens of all leasehold estates reflected landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the latest audited balance sheet included in ordinary course of business for sums not yet due and payable, (iii) any Lien that may arise by operation of law, (iv) Liens under the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor’s existing loan facilities, and (cv) owns other Liens or leases all properties and assets as imperfections on property which are used by Company not material in amount or do not materially detract from the business value of or otherwise necessary to its operations as now conducted. Section 3.10 materially impair the existing use of the property affected by such Lien or imperfection and other than as would be reasonably expected to have a Material Adverse Effect. All leases of real property and all other leases pursuant to which the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of or such Group Company, threatened as lessee, leases real or personal property, which are material condemnation proceedings against to their respective businesses, are valid and effective in all material respects in accordance with their respective terms and there is not, under any such lease, any existing material default by the Real Property. Company is or such Group Company, in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, each case other than as amended, and the Occupational Health and Safety Act of 1970, as amendedwould be reasonably expected to have a Material Adverse Effect.

Properties and Leases. Except for any Permitted Liens, the Company (a) has good, valid and marketable each Group Company have good title or usage rights free and clear of any Liens to all the properties real and assets personal property that are material to their respective businesses, other than as would be reasonably expected to have a Material Adverse Effect, which are reflected in the latest audited Company’s consolidated balance sheet as of December 31, 2016 included in the Audited Financial Statements Company’s Annual Report on Form 20-F for the period then ended, and all real and personal property that are material to their respective businesses acquired since such date, except such real and personal property as being owned by it or acquired after the date thereof (except properties sold or otherwise has been disposed of since the date thereof in the Ordinary Course ordinary course of Businessbusiness and other than as would be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) (Liens for taxes and other governmental charges and assessments arising in the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to ordinary course which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respectyet due and payable, (bii) is the lessee Liens of all leasehold estates reflected landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the latest audited balance sheet included in ordinary course of business for sums not yet due and payable, (iii) any Lien that may arise by operation of law, (iv) Liens under the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor’s existing loan facilities, and (cv) owns other Liens or leases all properties and assets as imperfections on property which are used by Company not material in amount or do not materially detract from the business value of or otherwise necessary to its operations as now conducted. Section 3.10 materially impair the existing use of the property affected by such Lien or imperfection and other than as would be reasonably expected to have a Material Adverse Effect. All leases of real property and all other leases pursuant to which the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of or such Group Company, threatened as lessee, leases real or personal property, which are material condemnation proceedings against to their respective businesses, are valid and effective in all material respects in accordance with their respective terms and there is not, under any such lease, any existing material default by the Real Property. Company is or such Group Company, in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, each case other than as amended, and the Occupational Health and Safety Act of 1970, as amendedwould be reasonably expected to have a Material Adverse Effect.

Properties and Leases. Company (ai) NVBancorp has good, valid good and marketable title title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all the real properties and assets good title, free and clear of all liens and encumbrances, to all other property and assets, tangible and intangible, reflected in the latest audited NVBancorp balance sheet included as of June 30, 1999 (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof June 30, 1999, in the Ordinary Course of Business) (the “Owned Properties”), free except for (a) liens for taxes or assessments not delinquent, (b) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the NVBancorp balance sheet as of June 30, 1999, or as currently shown on the books and records of NVBancorp and which do not interfere with or impair its present and continued use, or (c) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to SRNB. All tangible properties of NVBancorp conform in all material respects with all applicable ordinances, regulations and zoning laws. To the knowledge of NVBancorp, all tangible properties of NVBancorp are in a good state of maintenance and repair and are adequate for the current business of NVBancorp. No properties of NVBancorp, and, to the best of NVBancorp's knowledge, no properties in which like NVBancorp holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. To the best of NVBancorp's knowledge, NVBancorp does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any real property not owned or leased by NVBancorp and held as security for a loan or in which NVBancorp otherwise has an interest, NVBancorp has not controlled, directed or participated in the operation or management of any such real property or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such real property under applicable environmental laws. (ii) All properties held by NVBancorp under leases are held under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of NVBancorp, and NVBancorp enjoy quiet and peaceful possession of such leased property. NVBancorp is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (biii) is Except as disclosed to SRNB in writing, all of NVBancorp's rights and obligations under the lessee leases referred to in Section 5(j)(ii) above do not require the consent of all leasehold estates reflected in any other party to the latest audited balance sheet included in transaction contemplated by this Agreement and the Audited Financial Statements or acquired after Merger Agreement. Where required, NVBancorp shall obtain, prior to the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or consent of such parties to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedtransactions.

Properties and Leases. Company (ai) AMRBK and/or AMRB has good, valid good and marketable title title, free and clear of all liens and encumbrances and the right of possession, subject to existing leaseholds, to all the real properties and assets good title, free and clear of all liens and encumbrances, to all other property and assets, tangible and intangible, reflected in the latest audited AMRBK balance sheet included as of March 31, 2004, (except property held as lessee under leases disclosed in the Audited Financial Statements as being owned by it or acquired after writing prior to the date thereof (hereof and except properties personal property sold or otherwise disposed of since the date thereof March 31, 2004, in the Ordinary Course of Business) (the “Owned Properties”), free except for (a) liens for taxes or assessments not delinquent, (b) such other liens and clear from encumbrances that would and imperfections of title as do not materially affect the value thereof of such property as reflected in the AMRBK balance sheet as of March 31, 2004, or as currently shown on the books and records of AMRBK and which do not interfere with or impair its present and continued use, or (c) exceptions disclosed in title reports and preliminary title reports, copies of which have been provided to BNKA. All tangible properties of AMRBK and/or AMRB conform in all material respects with all applicable ordinances, regulations and zoning laws. To the knowledge of AMRBK, all tangible properties of AMRBK and/or AMRB are in a good state of maintenance and repair and are adequate for the current business of AMRBK. No properties of AMRBK and/or AMRB, and, to the best of AMRBK's knowledge, no properties in which like AMRBK and/or AMRB holds a collateral or contingent interest or purchase option, are the subject of any pending or threatened investigation, claim or proceeding relating to the use, storage or disposal on such property of or contamination of such property by any toxic or hazardous waste material or substance. To the best of AMRBK's knowledge, AMRBK and/or AMRB does not own, possess or have a collateral or contingent interest or purchase option in any properties or other assets which contain or have located within or thereon any hazardous or toxic waste material or substance unless the location of such hazardous or toxic waste material or other substance or its use thereon conforms in all material respects with all federal, state and local laws, rules, regulations or other provisions regulating the discharge of materials into the environment. As to any real property not owned or leased by AMRBK and/or AMRB and held as security for a loan or in which AMRBK otherwise has an interest, AMRBK and/or AMRB has not controlled, directed or participated in the operation or management of any such real property or any facilities or enterprise conducted thereon, such that it has become an owner or operator of such real property under applicable environmental laws. (ii) All properties held by AMRBK and/or AMRB under leases are held under valid, binding and enforceable leases, with such exceptions as are not commonly subject or which material and do not interfere with the use made or to be made thereof by Company conduct of the business of AMRBK, and AMRBK and/or AMRB enjoy quiet and peaceful possession of such leased property. AMRBK and/or AMRB is not in material default in any respect under any material respectlease, agreement or obligation regarding its properties to which it is a party or by which it is bound. (biii) is Except as disclosed to BNKA in writing, all of AMRBK's or AMRB's rights and obligations under the lessee leases referred to in Section 5.j.(ii) above do not require the consent of all leasehold estates reflected in any other party to the latest audited balance sheet included in transaction contemplated by this Agreement and the Audited Financial Statements or acquired after Agreement of Merger. Where required, AMRBK shall obtain, prior to the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesEffective Date, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or consent of such parties to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedtransactions.

Properties and Leases. Company (a) has good, valid and marketable title to all Neither the properties and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being owned by it or acquired after the date thereof (except properties sold or otherwise disposed Company nor any of since the date thereof in the Ordinary Course of Business) (the “Owned Properties”), free and clear from encumbrances that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in its Subsidiaries owns any material respect, (b) is the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor, and (c) owns or leases all properties and assets as are used by Company in the business or otherwise necessary to its operations as now conductedreal property. Section 3.10 3.18 of the Company Disclosure Schedule contains a true true, correct and complete list of all leases, subleases or other occupancy agreements relating to all material real property that any of the Company or its Subsidiaries leases or subleases or otherwise has any right, title or interest in or to and sets forth the Company or applicable Subsidiary that leases, subleases or otherwise has an interest in the same (the property demised thereunder herein referred to as the "LEASED REAL PROPERTY"), regardless of whether the terms thereof have commenced. No person other than the Company or one of its Subsidiaries leases, subleases or licenses or otherwise occupies the Leased Real Property Property. (b) With respect to each Leased Real Property, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no material default under any such lease or sublease by the Company or any Subsidiary which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute a material default on the part of the Company or any of its Subsidiaries under any such lease or sublease; and (iii) the Company has made available to Parent copies of each such lease, sublease or license in effect as of the Agreement Date. The Real Property is in material compliance date of this Agreement, together with all applicable zoning laws material amendments and building codes, and supplements thereto in effect as of the buildings and improvements located on the Real Property are in good operating condition and in a state date of good working order, ordinary wear and tear excepted. There are no pending or, to the Knowledge of Company, threatened material condemnation proceedings against the Real Property. Company is in material compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990, as amended, and the Occupational Health and Safety Act of 1970, as amendedthis Agreement.

Properties and Leases. Company (a) has good, valid All real and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Audited Financial Statements as being personal property owned by either the Company, the Bank or any of the Subsidiaries and presently used by it or acquired after the date thereof in its business is in a good condition (except properties sold or otherwise disposed of since the date thereof ordinary wear and tear excepted) and is sufficient to carry on its business in the Ordinary Course of Business) (. Each of the “Owned Properties”)Company, the Bank and each Subsidiary has good and marketable title, free and clear from encumbrances of all Liens other than Permitted Liens, to all of the material properties and assets, real and personal, reflected on the balance sheet of the Company as of September 30, 2010, or acquired after such date, other than properties sold by the Company, the Bank or such Subsidiary in the Ordinary Course of Business, except (a) Liens for current Taxes and assessments not yet due or payable for which adequate reserves have been established, (b) pledges to secure deposits or advances incurred in the Ordinary Course of its Business, (c) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent or (d) as reflected on the balance sheet of the Company as of September 30, 2010. The Company, the Bank and the Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would materially affect the value thereof and to which like properties are not commonly subject or which interfere with the use made or to be made thereof by Company them in any material respect, (b) is . None of the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Audited Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned PropertiesCompany, the “Real Property”), free and clear from encumbrances that would materially affect the value thereof and which like properties are not commonly subject Bank or which interfere with the use made or to be made thereof by Company in any material respect, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Subsidiary or, to the Knowledge of the Company, the lessor, and (c) owns or leases all properties and assets as are used by Company any other party thereto is in default under any lease described in the business or otherwise necessary to its operations as now conducted. Section 3.10 of the Company Disclosure Schedule contains a true and complete list of all Real Property as of the Agreement Date. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear exceptedimmediately preceding sentence. There are no material condemnation or eminent domain proceedings pending or, to the Knowledge of the Company, threatened material condemnation proceedings against in writing, with respect to any of the Real Propertyreal properties necessary to the operations of the Company, the Bank and the Subsidiaries as now conducted. Company is All of the real properties used by the Company, the Bank or any of the Subsidiaries in the conduct of their respective businesses are in material compliance with all zoning, building code and other applicable health and safety related requirements land use regulations for their current uses. None of the Real PropertyCompany, including those the Bank or any of the Subsidiaries has, within the last two (2) years, made any material title claims, or has outstanding any material title claims, under the Americans with Disabilities Act any policy of 1990, as amended, and the Occupational Health and Safety Act title insurance respecting any parcel of 1970, as amendedreal property.