Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. Each of Citizens First, CF Bank and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First and CF Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank or the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.

Title to Properties; Insurance. Each of Citizens FirstRVB, CF Bank any of the Subsidiaries, and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First RVB Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "“Fee Real Estate"”), free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First RVB Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First RVB Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no No portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no No portion of the Fee Real Estate is located in either a "“Special Flood Hazard Area" ” pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "“100 year" ” flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First RVB and CF Bank River Valley Financial in their respective operations (collectively, the "“Leased Real Estate" ” and, together with the Fee Real Estate, the "“Real Estate"”) are held pursuant to lease agreements (collectively, the "“Leases"”) which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First RVB Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First RVB Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the The Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstRVB, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens FirstRVB, CF Bank the Subsidiaries, and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens FirstRVB, CF Bank any of the Subsidiaries, or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First'sRVB’s, CF Bank's any of the Subsidiaries’, or the Trust's ’s ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens FirstRVB, CF Bank or the Subsidiaries, and the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.

Title to Properties; Insurance. Each of Citizens FirstExcept as may be disclosed in the Disclosure Schedule, CF (i) FSB and First Bank have good and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First FSB Financial Statements and easements, rights-of-way, and other restrictions of record which would do not materially interferehave a Material Adverse Effect on FSB and First Bank, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated taken as a nonconforming use whole, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of FSB or First Bank, rights of redemption under applicable zoning codes. To the knowledge law) to all of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material their owned real properties; (ii) all leasehold interests for real property and any material personal property used by Citizens FSB and First and CF Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True; (iii) to our knowledge, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstFSB, threatened with respect to the Real Estate. All licenses such properties; and permits necessary for the occupancy (iv) FSB and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF First Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF FSB or First Bank or the Trust in their respective businesses businesses, free and clear of any claim, defense or right of any other person or entity that which is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor licensors pursuant to applicable license agreementsagreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Citizens First, CF FSB and First Bank or the Trust are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by FSB and First Bank, the same size amount and in type of insurance, the same businessname of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each (a) Except as set forth in Schedule 4.7(a), the Company and each of Citizens Firstits Subsidiaries have good and valid title to, CF Bank or, in the case of property leased by any of them as lessee, a valid and the Trust own goodsubsisting leasehold interest in, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")properties and assets, free and clear of all liensLiens and encumbrances, charges except as sold or otherwise disposed of in the ordinary course of business and except for such Liens and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set cause a Material Adverse Effect. (b) Schedule 4.7(b) sets forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First and CF Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies list of all insurance coverage carried by the Company or its Subsidiaries, the carrier and the terms and amount of coverage. All of the Leases have been provided to GABC, and a list material assets of the Leases are set forth in Section 2.14(ii) Company and the Company's Subsidiaries and all aspects of the Citizens First Disclosure ScheduleCompany's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained to cover comparable businesses and assets in amounts, scope and coverage which are consistent with prudent industry practice. There Neither the Company nor any of its Subsidiaries is no breach or in default in any material with respect by any party to its obligations under any Lease that is currently outstanding, such insurance policy maintained by it. All such policies and other instruments are in full force and effect and no party to any Lease has given notice (whether written or oral) of, or made a claim premiums with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereofthereto are past due and owed. Except as set forth in Section 2.14(iii) Schedule 4.7(b), neither the Company nor any of the Citizens First Disclosure Schedule, no consent its Subsidiaries has failed to give any notice or present any material claim under any Lease such insurance policy in due and timely fashion or as required by any of such insurance policies, neither the Company nor any of its Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under such policies, and there are no claims by the Company or any of its Subsidiaries under any of such policies to which any insurance company is required in connection denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies and the consummation of the transactions contemplated by this Agreementthe Exchange Offer Documents will not result in any such termination or premium increase. To the knowledge of Citizens First, the Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances The Company does not maintain directors' and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank or the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability officers' insurance, as is customary with companies of the same size and in the same business.

Title to Properties; Insurance. Each of Citizens FirstExcept as may be disclosed in its Disclosure Schedule, CF (i) Community Financial and Community Bank have good and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")title, free and clear of all liens, charges and encumbrances (except taxes which that are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Community Financial’s Financial Statements and easements, rights-of-way, way and other restrictions of record which would that do not materially interferehave a Material Adverse Effect on Community Financial and Community Bank, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated taken as a nonconforming use whole, and further excepting in the case of other real estate owned, as such real estate is internally classified on the books of Community Financial or Community Bank, rights of redemption under applicable zoning codes. To the knowledge law) to all of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material their owned real properties; (ii) all leasehold interests for real property and any material personal property used by Citizens First and CF Community Financial or Community Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") its businesses are held pursuant to lease agreements (collectively, the "Leases") which that are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii; (iii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the useKnowledge of Community Financial and Community Bank, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge Knowledge of Citizens FirstCommunity Financial or Community Bank, threatened with respect to the Real Estate. All licenses such properties; and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value (iv) Community Financial or use thereof. Citizens First, CF Community Bank and the Trust have has valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Community Financial or Community Bank or the Trust in their respective businesses businesses, free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor licensors pursuant to applicable license agreementsagreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Citizens First, CF Community Financial and Community Bank or the Trust are adequately insured by reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance in an amount reasonably considered by management to be appropriate for the operations of Community Financial and Community Bank. Its Disclosure Schedule sets forth, for each policy of insurance maintained by Community Financial and Community Bank, the amount and type of insurance, as is customary with companies the name of the same size insurer and in the same businessamount of the annual premium.

Title to Properties; Insurance. Each of Citizens First(i) Pinnacle and its subsidiaries have marketable title, CF Bank and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Pinnacle Financial Statements and easements, rights-of-way, and other restrictions and imperfections not material in nature, and further excepting in the case of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Other Real Estate are set forth in Section 2.14(iOwned (as such real estate is internally classified on the books of Pinnacle or its subsidiaries) rights of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use redemption under applicable zoning codes. To the knowledge law) to all of Citizens Firsttheir owned real properties, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material (ii) all leasehold interests for real property and personal property used by Citizens First Pinnacle and CF Bank its subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii(iii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects such properties comply with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstPinnacle, threatened with respect to the Real Estate. All licenses such properties, (iv) Pinnacle and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust its subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens Firstnecessary to conduct the business and operations of Pinnacle and its subsidiaries as presently conducted, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such propertyentity, subject only to rights of the licensor licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All , (v) all insurable properties owned or held by Citizens First, CF Bank or the Trust Pinnacle and its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of the same size similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Pinnacle or any of its subsidiaries under such policies, and (vi) all tangible properties used in the same businessbusinesses of Pinnacle and its subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Pinnacle and its subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens First, CF Bank (i) Fidelity and the Trust own good, its Subsidiaries have good and marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")title, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Fidelity Financial Statements and easements, rights-of-way, and other restrictions and imperfections not material in nature, and rights of record redemption under applicable law) to all of their owned real properties, a list of which would not materially interfere, prevent or frustrate the current use is included on Schedule 2.15 of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material (ii) all leasehold interests for real property and personal property used by Citizens First Fidelity and CF Bank its Subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) which is included on Schedule 2.15 of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstandingSchedule and copies of which have been delivered to PFGI, and no party to any Lease has given notice (whether written or oraliii) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects such properties comply with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens Firstour knowledge, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildingssuch properties, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to (iv) all material intangible personal or intellectual property used by Citizens First, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank Fidelity or the Trust its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with savings banks and savings and loan holding companies of the same size similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Fidelity or its Subsidiaries under such policies, and (v) all tangible properties used in the same businessbusinesses of Fidelity or its Subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. Section 2.15 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Fidelity and its Subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens First(a) Except as set forth on ------------------------------ Schedule 2.8(a), CF Bank the Company and the Trust own goodSubsidiaries have good and valid title to, or, in the case of property leased by them, a valid and subsisting leasehold interest in, their respective material properties and assets, free of all Encumbrances except for Permitted Encumbrances. (b) The SEC Reports list all Owned Real Property. With respect to the Owned Real Property, (i) the Company and its Subsidiaries have good and marketable and indefeasible title in fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Owned Real Estate")Property, free and clear of all liensEncumbrances except for Permitted Encumbrances, charges (ii) there are no outstanding options or rights of first refusal in favor of any other Person to purchase the Owned Real Property or any portion thereof or interest therein, and encumbrances (except taxes which iii) there are a lien but not yet payable no leases, subleases, licenses, options, rights, concessions or other Commitments affecting any portion of the Owned Real Property. (c) The SEC Reports list all material Leased Real Property. With respect to the Leased Real Property, the Company and liens, charges or encumbrances reflected the Subsidiaries have good and valid leasehold estates in the Citizens First Financial Statements Leased Real Property, free and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations clear of all Fee Real Estate are Encumbrances except for Permitted Encumbrances and Encumbrances set forth in Section 2.14(i) of the Citizens First Disclosure Scheduleon Schedule 2.8(a). Except as otherwise disclosed to GABCset forth on Schedule 2.8(c), the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement (A) each lease or grant to any Person of any right sublease relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First and CF Bank in their respective operations (collectively, the "Leased Real Estate" andProperty is legal, together with the Fee Real Estatevalid, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid binding and enforceable in accordance with their termsits terms against the Company and to the Company's Knowledge, against the other parties thereto, and in full force and effect and (B) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not cause a breach or require any third party consent or notification under any such lease or sublease. (d) Schedule 2.8(d) sets forth a complete and correct list of all insurance coverage carried by the Company and the Subsidiaries, including for each policy the type and scope of coverage, the carrier and the amount of coverage, including directors' and officers' liability insurance. TrueAll of the material assets of the Company and the Subsidiaries and all aspects of the Company's and the Subsidiaries' businesses that are of insurable character are covered by insurance with reputable insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained by other similarly situated public companies to cover comparable businesses and assets in amounts, scope and coverage (and with deductibles) which are consistent with prudent industry practice by other similarly situated public companies. Neither the Company nor any of the Subsidiaries is in default in a material respect with respect to any of its obligations under any insurance policy maintained by it. All such policies are in full force and effect and no premiums with respect thereto are past due and owed. Except as set forth on Schedule 2.8(d), there are no claims by the Company or any of the Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Except as set forth on Schedule 2.8(d), neither the Company nor any of the Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies, and the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents will not result in any such termination or premium increase. The Company maintains a directors' and officers' insurance policy with both the National Union Fire Insurance Company and the Federal Insurance Company (complete and correct copies of the Leases which have previously been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right delivered to the usePurchasers), occupancy which will both, upon the election or enjoyment appointment of either the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank Preferred Stock Designee or the Trust in their respective businesses free and clear of any claimPurchaser's Designee, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to include such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank or the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, designee as is customary with companies of the same size and in the same businessa covered person.

Title to Properties; Insurance. Each of Citizens First1ST BANCORP, CF Bank the Bank, and the Trust own goodSubsidiaries have marketable title, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First 1ST BANCORP Financial Statements and easements, rights-of-way, and other restrictions which are not material and, in the case of record which would not materially interfereother real estate owned, prevent or frustrate as such real estate is internally classified on the current use books of the Fee Real Estate). A list and description Bank, rights of redemption under applicable law) to all real properties reflected on the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except 1ST BANCORP Financial Statements as otherwise disclosed to GABCbeing owned by 1ST BANCORP, the Fee Real Estate is not subject to any leaseBank, option to purchaseor the Subsidiaries, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entityrespectively. All material leasehold interests used by Citizens First 1ST BANCORP, the Bank, and CF Bank the Subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies subject to the provisions of the Leases have been provided to GABCbankruptcy, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstandinginsolvency, and no party to any Lease has given notice (whether written or oral) offraudulent conveyance, reorganization, moratorium, or made a claim with respect to, any breach or default thereunder. None similar laws affecting the enforceability of the Leased Real Estate is subject creditors' rights generally from time to any sublease or grant to any Person of any right time in effect and equitable principles relating to the use, occupancy or enjoyment granting of the property or any portion thereofspecific performance and other equitable remedies as a matter of judicial discretion. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First1ST BANCORP, threatened with respect to such properties. 1ST BANCORP, the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained inBank, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First1ST BANCORP, CF Bank or the Trust Bank, and the Subsidiaries in their respective businesses business free and clear of any claim, defense or right of any other person or entity that which is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First1ST BANCORP, CF Bank the Bank, or the Trust Subsidiaries are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.. (n)

Title to Properties; Insurance. Each of Citizens First1ST BANCORP, CF Bank the Bank, and the Trust own goodSubsidiaries have marketable title, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First 1ST BANCORP Financial Statements and easements, rights-of-way, and other restrictions which are not material and, in the case of record which would not materially interfereother real estate owned, prevent or frustrate as such real estate is internally classified on the current use books of the Fee Real Estate). A list and description Bank, rights of redemption under applicable law) to all real properties reflected on the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except 1ST BANCORP Financial Statements as otherwise disclosed to GABCbeing owned by 1ST BANCORP, the Fee Real Estate is not subject to any leaseBank, option to purchaseor the Subsidiaries, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entityrespectively. All material leasehold interests used by Citizens First 1ST BANCORP, the Bank, and CF Bank the Subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies subject to the provisions of the Leases have been provided to GABCbankruptcy, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstandinginsolvency, and no party to any Lease has given notice (whether written or oral) offraudulent conveyance, reorganization, moratorium, or made a claim with respect to, any breach or default thereunder. None similar laws affecting the enforceability of the Leased Real Estate is subject creditors' rights generally from time to any sublease or grant to any Person of any right time in effect and equitable principles relating to the use, occupancy or enjoyment granting of the property or any portion thereofspecific performance and other equitable remedies as a matter of judicial discretion. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First1ST BANCORP, threatened with respect to such properties. 1ST BANCORP, the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained inBank, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First1ST BANCORP, CF Bank or the Trust Bank, and the Subsidiaries in their respective businesses business free and clear of any claim, defense or right of any other person or entity that which is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First1ST BANCORP, CF Bank the Bank, or the Trust Subsidiaries are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.

Title to Properties; Insurance. Each of Citizens First(i) Heartland and its subsidiaries have marketable title, CF Bank and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Heartland Financial Statements and easements, rights-rights- of-way, and other restrictions and imperfections not material in nature, and further excepting in the case of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Other Real Estate are set forth in Section 2.14(iOwned (as such real estate is internally classified on the books of Heartland or its subsidiaries) rights of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use redemption under applicable zoning codes. To the knowledge law) to all of Citizens Firsttheir owned real properties, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material (ii) all leasehold interests for real property and personal property used by Citizens First Heartland and CF Bank its subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii(iii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects such properties comply with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstHeartland, threatened with respect to the Real Estate. All licenses such properties, (iv) Heartland and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust its subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens Firstnecessary to conduct the business and operations of Heartland and its subsidiaries as presently conducted, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such propertyentity, subject only to rights of the licensor licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All , (v) all insurable properties owned or held by Citizens First, CF Bank or the Trust Heartland and its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of the same size similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Heartland or any of its subsidiaries under such policies, and (vi) all tangible properties used in the same businessbusinesses of Heartland and its subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Heartland and its subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens FirstExcept as may be disclosed in the Disclosure Schedule, CF Bank (i) MFC and the Trust own good, its Subsidiaries have marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First MFC Financial Statements and easements, rights-of-way, and other restrictions of record which would do not materially interferehave a Material Adverse Effect on MFC and its Subsidiaries, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated taken as a nonconforming use whole, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of MFC or its Subsidiaries, rights of redemption under applicable zoning codes. To the knowledge law) to all of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material their owned real properties; (ii) all leasehold interests for real property and any material personal property used by Citizens First MFC and CF Bank its Subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True; (iii) to our knowledge, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstMFC, threatened with respect to the Real Estate. All licenses such properties; and permits necessary for the occupancy (iv) MFC and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust its Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank MFC or the Trust its Subsidiaries in their respective businesses businesses, free and clear of any claim, defense or right of any other person or entity that which is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor licensors pursuant to applicable license agreementsagreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Citizens First, CF Bank or the Trust MFC and its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with thrift holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by MFC and its Subsidiaries, the same size amount and in type of insurance, the same businessname of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens FirstExcept as may be disclosed in the Disclosure Schedule, CF Bank (i) UCB and the Trust own good, its Subsidiaries have marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First UCB Financial Statements and easements, rights-of-way, and other restrictions of record which would do not materially interferehave a Material Adverse Effect on UCB and its Subsidiaries, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated taken as a nonconforming use whole, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of UCB or its Subsidiaries, rights of redemption under applicable zoning codes. To the knowledge law) to all of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material their owned real properties; (ii) all leasehold interests for real property and any material personal property used by Citizens First UCB and CF Bank its Subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True; (iii) to our knowledge, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies all such properties comply in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstUCB, threatened with respect to the Real Estate. All licenses such properties; and permits necessary for the occupancy (iv) UCB and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust its Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank UCB or the Trust its Subsidiaries in their respective businesses businesses, free and clear of any claim, defense or right of any other person or entity that which is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor licensors pursuant to applicable license agreementsagreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Citizens First, CF Bank or the Trust UCB and its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with thrift holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by UCB and its Subsidiaries, the same size amount and in type of insurance, the same businessname of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens First(a) Except as set forth on Schedule 2.8(a), CF Bank the Company and the Trust own goodSubsidiaries have good and valid title to, or, in the case of property leased by them, a valid and subsisting leasehold interest in, their respective material properties and assets, free of all Encumbrances except for Permitted Encumbrances. (b) Schedule 2.8(b) sets forth the address of all Owned Real Property. With respect to the Owned Real Property, (i) the Company and its Subsidiaries have good and marketable and indefeasible title in fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Owned Real Estate")Property, free and clear of all liensEncumbrances except for Permitted Encumbrances, charges and encumbrances (except taxes which ii) there are a lien but not yet payable and liens, charges no outstanding options or encumbrances reflected in the Citizens First Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right rights of first refusal, purchase agreement or grant to any Person refusal in favor of any right relating other Person to purchase the purchase, use, occupancy or enjoyment of such property Owned Real Property or any portion thereof. To the knowledge of Citizens Firstthereof or interest therein, and (iii) there are no leases, subleases, licenses, options, rights, concessions or other Commitments affecting any portion of the Fee Owned Real Estate is operated as Property. (c) Schedule 2.8(c) sets forth a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First and CF Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Scheduleall material Leased Real Property. There is no breach or default in any material With respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person Property, the Company and the Subsidiaries have good and valid leasehold estates in the Leased Real Property, free and clear of any right to the use, occupancy or enjoyment of the property or any portion thereofall Encumbrances except for Permitted Encumbrances and Encumbrances set forth on Schedule 2.8(a). Except as set forth on Schedule 2.8(c), (A) each lease or sublease relating to the Leased Real Property is legal, valid, binding and enforceable and in Section 2.14(iiifull force and effect and (B) the execution and delivery of this Agreement and the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with consummation of the transactions contemplated by this AgreementAgreement will not cause a breach or require any third party consent or notification under any such lease or sublease. To The information set forth on Schedule 2.8(c) regarding the knowledge of Citizens First, the Leased Real Estate complies Property is true and correct in all material respects respects. (d) [Intentionally omitted] (e) Schedule 2.8(e) sets forth a complete and correct list of all insurance coverage carried by the Company and the Subsidiaries, including for each policy the type and scope of coverage, the carrier and the amount of coverage. All of the assets of the Company and the Subsidiaries and all aspects of the Company's and the Subsidiaries' businesses that are of insurable character are covered by insurance with all applicable private agreementsreputable insurers against risks of liability, zoning codes, ordinances casualty and requirements fire and other governmental laws losses and regulations relating thereto liabilities customarily obtained to cover comparable businesses and there assets in amounts, scope and coverage (and with deductibles) which are no litigation or condemnation proceedings pending or, to consistent with prudent industry practice. Neither the knowledge Company nor any of Citizens First, threatened the Subsidiaries is in default in a material respect with respect to the Real Estateany of its obligations under any insurance policy maintained by it. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and such policies are in full force and effecteffect and no premiums with respect thereto are past due and owed. All buildingsExcept as set forth on Schedule 2.8(e), structures and improvements located onthere are no claims by the Company or any of the Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Except as set forth on Schedule 2.8(e), fixtures contained inneither the Company nor any of the Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies, and appurtenances attached the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents will not result in any such termination or premium increase. The Company maintains a Directors' and Officers' insurance policy with National Union Fire Insurance Company, a complete and correct copy of which has previously been delivered to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank or the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same businessPurchaser.

Title to Properties; Insurance. Each of Citizens FirstCUB, CF Bank the Subsidiaries and the Trust Trusts own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First CUB Financial Statements as being owned by such entities and used by Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts in their respective businesses (collectively, the "“Fee Real Estate"”), free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First CUB Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First CUB Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens FirstCUB, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens FirstCUB, no portion of the Fee Real Estate is located in either a "“Special Flood Hazard Area" ” pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "“100 year" ” flood as provided by any Governmental Entity. All material leasehold interests used by CUB and Citizens First and CF Bank Union in their respective operations (collectively, the "“Leased Real Estate" ” and, together with the Fee Real Estate, the "“Real Estate"”) are held pursuant to lease agreements (collectively, the "“Leases"”) which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First CUB Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First CUB Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens FirstCUB, the Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstCUB, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens FirstCUB, CF Bank the Subsidiaries and the Trust Trusts have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to CUB’s, Citizens First's, CF Bank's Union’s or the Trust's ’s ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.

Title to Properties; Insurance. Each of Citizens First(i) Heartland and its subsidiaries have marketable title, CF Bank and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate")insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Heartland Financial Statements and easements, rights-of-way, and other restrictions and imperfections not material in nature, and further excepting in the case of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Other Real Estate are set forth in Section 2.14(iOwned (as such real estate is internally classified on the books of Heartland or its subsidiaries) rights of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use redemption under applicable zoning codes. To the knowledge law) to all of Citizens Firsttheir owned real properties, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material (ii) all leasehold interests for real property and personal property used by Citizens First Heartland and CF Bank its subsidiaries in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") businesses are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii(iii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects such properties comply with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstHeartland, threatened with respect to the Real Estate. All licenses such properties, (iv) Heartland and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust its subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens Firstnecessary to conduct the business and operations of Heartland and its subsidiaries as presently conducted, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such propertyentity, subject only to rights of the licensor licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All , (v) all insurable properties owned or held by Citizens First, CF Bank or the Trust Heartland and its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts, amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of the same size similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Heartland or any of its subsidiaries under such policies, and (vi) all tangible properties used in the same businessbusinesses of Heartland and its subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Heartland and its subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Each of Citizens First, CF Bank FSI and each of the Trust Subsidiaries own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First FSI Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First FSI Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First FSI Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens FirstFSI, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens FirstFSI, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First FSI and CF FS Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First FSI Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First FSI Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens FirstFSI, the Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens FirstFSI, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank FSI and the Trust Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank FSI or any of the Trust Subsidiaries in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF BankFSI's or any of the Trust's Subsidiaries' ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank FSI or the Trust Subsidiaries are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.