Common use of Property and Leases Clause in Contracts

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), individually or in the aggregate, materially impair the continued use and operation of the property to which they related in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, to the knowledge of the Company and its Subsidiaries, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,

Property and Leases. (a) The Company Disclosure Letter sets forth a complete Seller, the Seller's Bank and accurate list each of the Seller's Subsidiaries each has good and marketable title to all the address of all real property and interests in real all other property owned by it and included in fee by the Company consolidated balance sheet of the Seller, the Seller's Bank and the Seller's Subsidiaries (individuallyincluded in audited financial statements for the period ended December 31, an "Owned Property")1999. The Company Disclosure Letter sets forth a complete list Each parcel of all real property property, and interests in real property each item of personal property, owned or leased by the Company and Seller, the Seller's Bank or any of the Seller's Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property is owned or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case leased free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgagespledges, liens, security interests, conditional and installment sale agreements, encumbrances, easementscharges or other claims of third parties of any kind (collectively, covenants"Liens"), rights-of-way other than (A) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller, the Seller's Bank or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other similar restrictions that have been placed by any developerimperfections of title and encumbrances which, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), either individually or in the aggregate, materially impair the continued use would not be material, and operation (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of the property to which they related in the business of the Company and the Subsidiariescompensation therefor, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letternor, to the knowledge of the Company and its SubsidiariesSeller, has any such condemnation, expropriation or taking been proposed. None of the Seller, the current use by the Company and the Subsidiaries Seller's Bank or any of the offices and Seller's Subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other facilities located on Company Property does not violate any local zoning law, order, regulation or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or requirement relating to its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,properties.

Property and Leases. (a) The (i) Section 3.12(a)(i) of the Company Disclosure Letter Schedule sets forth a correct and complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and its Subsidiaries as of the Subsidiaries date of this Agreement (individuallyall such interests in real property, an "Owned together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as “Company Property"” and collectively referred to herein as the “Company Properties”). The Company Disclosure Letter sets forth a complete list and its Subsidiaries own fee simple title or leasehold title, as applicable, to each of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgagesany Liens, liensor title defects, security interestscontractual restrictions, encumbrancescovenants or reservations of interests in title, leasesrestrictions, assignmentsrights of first refusal, subleasesencroachments and any other burden or option (collectively, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever“Property Restrictions”), except for (Ai) Permitted Liens, (ii) Property Restrictions imposed or promulgated by Law or by any Governmental Authority and (iii) such other Property Restrictions that are shown in the Company Title Insurance Policies and as are set forth in the Company Disclosure LetterLease Documents, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) provided that such Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III)Restrictions are not, individually or in the aggregate, materially impair reasonably likely to have a Material Adverse Effect with respect to the continued use Company (such matters in clauses (i), (ii) and operation (iii) above, collectively, “Permitted Encumbrances”). Neither the Company nor any of its Subsidiaries has Knowledge that the property to which they related in Company or the business applicable Subsidiary has violated any covenants, conditions, easements or restrictions of record affecting any of the Company and Properties, which violation has not been cured and, if not cured, would, individually or in the Subsidiariesaggregate, taken as be reasonably likely to have a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, Material Adverse Effect with respect to the knowledge of the Company and its Subsidiaries, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,Company.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), individually or in the aggregate, materially impair the continued use and operation of the property to which they related in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, to the knowledge of the Company and its Subsidiaries, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,materially

Property and Leases. (a) The Each of the Company Disclosure Letter sets forth a complete and accurate list its Subsidiaries has good and marketable title to all the address of all real property and interests in real all other property owned by it and included in fee by the Company and the Subsidiaries (individuallyBalance Sheet, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgagesLiens, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except than (Ai) such as Liens that secure liabilities that are set forth reflected in the Company Disclosure LetterBalance Sheet, (Bii) exceptions specified Liens for current taxes and assessments not yet past due or which are being contested in good faith and reserves established therefor, (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions ordinary course of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which business of the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictionsof its Subsidiaries consistent with past practice, none of which items set forth in clauses (I)have a material impact on the use or value of the applicable real or other property, (II) and (III)v) those items that secure public or statutory obligations or any discount with, individually borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company’s Subsidiaries acting in a fiduciary capacity. Neither the Company nor any of its Subsidiaries has received written notice of any violation of any recorded easements, covenants or restrictions affecting all the real property and all other property interests owned or leased by it and included in the aggregate, materially impair the continued use and operation of the property Company Balance Sheet that would reasonably be expected to which they related in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, to the knowledge of the Company and its Subsidiaries, the current use require expenditures by the Company and or any of its Subsidiaries or to result in an impairment in or limitation on the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies")activities presently conducted thereon, and, to the knowledge Knowledge of the Company and its SubsidiariesCompany, the Title Policies are valid and no other party is in full force and effect and no claim has been made under violation of any such policy. As used in this Agreementeasements, the term "Liens" shall mean all liens, mortgages,covenants or restrictions.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete Company, the Bank and accurate list each of their subsidiaries each has good and marketable title to all the address of all real property and interests in real all other property owned by it and included in fee by the consolidated balance sheet of the Company and its subsidiaries included in its Annual Report on Form 10-K for the Subsidiaries (individuallyperiod ended December 31, an "Owned Property")1996. The Company Disclosure Letter sets forth a complete list Each parcel of all real property property, and interests in real property each item of personal property, owned or leased by the Company and Company, the Subsidiaries (individually, a "Leased Property"). The Company Bank or a Subsidiary has any of their subsidiaries (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property is owned or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case leased free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgagespledges, liens, security interests, conditional and installment sale agreements, encumbrances, easementscharges or other claims of third parties of any kind (collectively, covenants"Liens"), rights-of-way other than (A) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company, the Bank or such subsidiary consistent with past practice, (D) all matters of record, Liens and other similar restrictions that have been placed by any developerimperfections of title and encumbrances which, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), either individually or in the aggregate, materially impair the continued use would not be material, and operation (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of the property to which they related in the business of the Company and the Subsidiariescompensation therefor, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letternor, to the best knowledge of the Company and its Subsidiariesor the Bank, has any such condemnation, expropriation or taking been proposed. Neither the Company, the current use by the Company and the Subsidiaries Bank nor any of the offices and their subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other facilities located on Company Property does not violate any local zoning law, order, regulation or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or requirement relating to its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,properties.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list Each of FSB, FSB's Bank and the address of Subsidiaries has good and marketable title to all the real property and interests in real all other property owned by it and included in fee by the Company consolidated balance sheet of FSB, FSB's Bank and the Subsidiaries (individuallyincluded in the Interim Financials. Each parcel of real property, an "Owned Property"). The Company Disclosure Letter sets forth a complete list and each item of all real property and interests in real property personal property, owned or leased by the Company and FSB, FSB's Bank or any of the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property is owned or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case leased free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgagespledges, liens, security interests, conditional and installment sale agreements, encumbrances, easementscharges or other claims of third parties of any kind (collectively, covenants"Liens"), rights-of-way other than (v) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (w) inchoate mechanics' and materialmen's Liens for construction in progress, (x) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of FSB, FSB's Bank or such Subsidiary consistent with past practice, (y) all matters of record, Liens and other similar restrictions that have been placed by any developerimperfections of title and encumbrances which, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), either individually or in the aggregate, materially impair the continued use would not be material, and operation (z) those items that secure public or statutory obligations, public deposits, repurchase agreements, or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Subsidiary acting in a fiduciary capacity, and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of the property to which they related in the business of the Company and the Subsidiariescompensation therefor, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letternor, to the knowledge of the Company and its SubsidiariesFSB, the current use by the Company and has any such condemnation, expropriation or taking been proposed. None of FSB, FSB's Bank or the Subsidiaries has received any notice of the offices and violation of any applicable zoning regulation, ordinance or other facilities located on Company Property does not violate any local zoning law, order, regulation or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or requirement relating to its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,properties.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), individually or in the aggregate, materially impair the continued use and operation of the property to which they related in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, to the knowledge of the Company and its Subsidiaries, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,, deeds of trust, deeds to secure debt, security interests, pledges, claims, charges, easements and other encumbrances of any nature whatsoever. As used in this Agreement, the term "Permitted Liens" shall mean (i) Liens for taxes or other assessments or charges of Governmental Entities that are not yet delinquent or that are being contested in good faith by appropriate proceedings, in each case, with respect to which adequate reserves are being maintained by the Company or its Subsidiaries to the extent required by GAAP, (ii) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by law and created in the ordinary course of business for amounts not yet overdue or which are being contested in good faith by appropriate proceedings, in each case, with respect to which adequate reserves or other appropriate reserves are being maintained by the Company or its Subsidiaries to the extent required by GAAP, (iii) easements, rights-of-way, covenants and restrictions which do not (x) interfere materially with the ordinary conduct of any Company Property or the business of the Company and its Subsidiaries as a whole or (y) detract materially from the value or usefulness of the Company Properties to which they apply and (iv) the other Liens, if any, specified in the Company Disclosure Letter.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete Seller, the Seller's Bank and accurate list each of the Subsidiaries each has good and marketable title to all the address of all real property and interests in real all other property owned by it and included in fee by the Company consolidated balance sheet of the Seller, the Seller's Bank and the Subsidiaries (individuallyincluded in audited financial statements for the period ended December 31, an "Owned Property")1998. The Company Disclosure Letter sets forth a complete list Each parcel of all real property property, and interests in real property each item of personal property, owned or leased by the Company and Seller, the Seller's Bank or any of the Subsidiaries (individually, a "Leased Property"). The Company or a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property is owned or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case leased free and clear of all mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgagespledges, liens, security interests, conditional and installment sale agreements, encumbrances, easementscharges or other claims of third parties of any kind (collectively, covenants"Liens"), rights-of-way other than (A) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller, the Seller's Bank or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other similar restrictions that have been placed by any developerimperfections of title and encumbrances which, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), either individually or in the aggregate, materially impair the continued use would not be material, and operation (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of the property to which they related in the business of the Company and the Subsidiariescompensation therefor, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letternor, to the best knowledge of the Company and its SubsidiariesSeller, has any such condemnation, expropriation or taking been proposed. None of the Seller, the current use by the Company and Seller's Bank or any of the Subsidiaries has received any notice of the offices and violation of any applicable zoning regulation, ordinance or other facilities located on Company Property does not violate any local zoning law, order, regulation or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or requirement relating to its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "Title Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages,properties.