Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. Except as may be disclosed in its Disclosure Schedule, (i) Community Financial and Community Bank have good and marketable title, free and clear of all liens, charges and encumbrances (except taxes that are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s Financial Statements and easements, rights-of-way and other restrictions that do not have a Material Adverse Effect on Community Financial and Community Bank, taken as a 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 law) to all of their owned real properties; (ii) all leasehold interests for real property and any material personal property used by Community Financial or Community Bank in its businesses are held pursuant to lease agreements that are valid and enforceable in accordance with their terms; (iii) to the Knowledge of Community Financial and Community Bank, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the Knowledge of Community Financial or Community Bank, threatened with respect to such properties; and (iv) Community Financial or Community Bank has valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by Community Financial or Community Bank in their businesses, free and clear of any claim, defense or right of any other person or entity that is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use of such property. All material insurable properties owned or held by Community Financial and Community Bank are adequately insured by reputable insurers in such 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, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except Each of RVB, any of the Subsidiaries, and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the RVB Financial Statements as may be disclosed in its Disclosure Schedulebeing owned by such entities (collectively, (i) Community Financial and Community Bank have good and marketable titlethe “Fee Real Estate”), free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s RVB Financial Statements and easements, rights-of-way way, and other restrictions that do of record which would not have a Material Adverse Effect on Community Financial materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and Community Bankdescription of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the RVB Disclosure Schedule. Except as otherwise disclosed to GABC, taken 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. No portion of the Fee Real Estate is operated as a 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 nonconforming use under applicable law) zoning codes. No portion of the Fee Real Estate is located in either a “Special Flood Hazard Area” pursuant to all of their owned real properties; (ii) all 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 for real property and any material personal property used by Community RVB and River Valley Financial or Community Bank in its businesses their respective operations (collectively, the “Leased Real Estate” and, together with the Fee Real Estate, the “Real Estate”) are held pursuant to lease agreements that (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 RVB Disclosure Schedule. There is no breach or default by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (iiiwhether 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 Knowledge use, occupancy or enjoyment of Community Financial and Community Bankthe property or any portion thereof. Except as set forth in Section 2.14(iii) of the RVB Disclosure Schedule, all such properties comply no consent under any Lease is required in connection with the transactions contemplated by this Agreement. 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 knowledge of Community Financial or Community BankRVB, threatened with respect to such properties; the Real Estate. All licenses and (iv) Community Financial 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 Community Bank has use thereof. RVB, 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 Community Financial RVB, any of the Subsidiaries, or Community Bank the Trust in their businesses, respective businesses free and clear of any claim, defense or right of any other person or entity that is material to RVB’s, any of the Subsidiaries’, or the Trust’s ownership or use rights to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Community Financial RVB, the Subsidiaries, and Community Bank 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, the name as is customary with companies of the insurer same size and in the amount of the annual premiumsame business.

Title to Properties; Insurance. Except 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 may be disclosed being owned by such entities and used by Citizens First, CF Bank or the Trust in its Disclosure Scheduletheir respective businesses (collectively, (i) Community Financial and Community Bank have good and marketable titlethe "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s Citizens First Financial Statements and easements, rights-of-way way, and other restrictions that do of record which would not have a Material Adverse Effect on Community Financial materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and Community Bankdescription 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, taken 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 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 nonconforming use under applicable law) 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 all of their owned real properties; (ii) all 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 for real property and any material personal property used by Community Financial or Community Citizens First and CF Bank in its businesses their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements that (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 (iiiwhether 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 Knowledge use, occupancy or enjoyment of Community Financial and Community Bankthe property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, all such properties comply 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 knowledge of Community Financial or Community BankCitizens First, threatened with respect to such properties; the Real Estate. All licenses and (iv) Community Financial 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 Community use thereof. Citizens First, CF Bank has and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Community Financial Citizens First, CF Bank or Community Bank the Trust in their businesses, 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 licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Community Financial and Community Citizens First, CF 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, the name as is customary with companies of the insurer same size and in the amount of the annual premiumsame business.

Title to Properties; Insurance. Except Each of CUB, the Subsidiaries and the Trusts own good, marketable and indefeasible fee simple title to all real properties reflected on the CUB Financial Statements as may be disclosed being owned by such entities and used by CUB, the Subsidiaries or the Trusts in its Disclosure Scheduletheir respective businesses (collectively, (i) Community Financial and Community Bank have good and marketable titlethe “Fee Real Estate”), free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s CUB Financial Statements and easements, rights-of-way way, and other restrictions that do of record which would not have a Material Adverse Effect on Community Financial materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and Community Bankdescription of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the CUB Disclosure Schedule. Except as otherwise disclosed to GABC, taken 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 CUB, no portion of the Fee Real Estate is operated as a 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 nonconforming use under applicable law) zoning codes. To the knowledge of CUB, no portion of the Fee Real Estate is located in either a “Special Flood Hazard Area” pursuant to all of their owned real properties; (ii) all 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 for real property and any material personal property used by Community Financial or Community Bank CUB and Citizens Union in its businesses their respective operations (collectively, the “Leased Real Estate” and, together with the Fee Real Estate, the “Real Estate”) are held pursuant to lease agreements that (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 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 (iiiwhether 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 Knowledge use, occupancy or enjoyment of Community Financial and Community Bankthe property or any portion thereof. Except as set forth in Section 2.14(iii) of the CUB Disclosure Schedule, all such properties comply no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of CUB, 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 knowledge of Community Financial or Community BankCUB, threatened with respect to such properties; the Real Estate. All licenses and (iv) Community Financial 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 Community Bank has use thereof. CUB, the Subsidiaries and the Trusts have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Community Financial CUB, the Subsidiaries or Community Bank the Trusts in their businesses, respective businesses free and clear of any claim, defense or right of any other person or entity that is material to CUB’s, Citizens Union’s or the Trust’s ownership or use rights to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Community Financial and Community Bank CUB, the Subsidiaries or the Trusts 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, the name as is customary with companies of the insurer same size and in the amount of the annual premiumsame business.

Title to Properties; Insurance. Except UCBN and United Commerce own good, marketable and indefeasible fee simple title to all real properties reflected on the UCBN Financial Statements as may be disclosed in its Disclosure Schedulebeing owned by UCBN or United Commerce (collectively, (i) Community Financial and Community Bank have good and marketable titlethe "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s UCBN Financial Statements and easements, rights-of-way way, and other restrictions that do of record which would not have a Material Adverse Effect on Community Financial and Community Bankmaterially interfere, taken as a wholeprevent or frustrate the current use of the Fee Real Estate and, and further excepting in the case of other real estate ownedOther Real Estate Owned, as such real estate is internally classified on the books of Community Financial or Community BankUnited Commerce, rights of redemption under applicable law) ). Except as otherwise disclosed to all GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of their owned real properties; (ii) all 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. No portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. 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. The Fee Real Estate is not ”property” as defined by Ind. Code § 13-11-2-174 of the Indiana Responsible Property Transfer Law. All material leasehold interests for real property and any material personal property used by Community Financial or Community Bank UCBN and United Commerce in its businesses their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements that (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. There is no breach or default by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (iiiwhether 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 Knowledge use, occupancy or enjoyment of Community Financial and Community Bank, all such properties comply the property or any portion thereof. No consent under any Lease is required in connection with the transactions contemplated by this Agreement. 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 knowledge of Community Financial or Community BankUCBN, threatened with respect to such properties; the Real Estate. All licenses and (iv) Community Financial 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 Community Bank has use thereof. UCBN and United Commerce have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Community Financial or Community Bank UCBN and United Commerce in their businesses, respective businesses free and clear of any claim, defense or right of any other person or entity that is material to UCBN's and/or United Commerce’s ownership or use rights to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Community Financial and Community Bank UCBN or United Commerce 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, the name as is customary with companies of the insurer same size and in the same business. Rent payable pursuant to Sections 4.01 and 4.02 of that certain Lease, dated January 7, 2002, by and between Covenanter Properties, LLC, as lessor, and UCB, as lessee (the "College Mall Road Lease"), is currently $5,598.86 per month. Additional Rent payable pursuant to Section 4.03 of the College Mall Road Lease is currently $4,776.49 per month. The term of the College Mall Road Lease expires on January 7, 2017 and the amount of the annual premium5-year option term has not been triggered pursuant to Section 4.03(C) thereof.

Title to Properties; Insurance. Except Each of FSI and each of the Subsidiaries own good, marketable and indefeasible fee simple title to all real properties reflected on the FSI Financial Statements as may be disclosed in its Disclosure Schedulebeing owned by such entities (collectively, (i) Community Financial and Community Bank have good and marketable titlethe "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable and liens, charges or encumbrances reflected in the Community Financial’s FSI Financial Statements and easements, rights-of-way way, and other restrictions that do of record which would not have a Material Adverse Effect on Community Financial materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and Community Bankdescription of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the FSI Disclosure Schedule. Except as otherwise disclosed to GABC, taken 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 FSI, no portion of the Fee Real Estate is operated as a 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 nonconforming use under applicable law) zoning codes. To the knowledge of FSI, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to all of their owned real properties; (ii) all 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 for real property and any material personal property used by Community Financial or Community FSI and FS Bank in its businesses their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements that (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 FSI Disclosure Schedule. There is no breach or default by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (iiiwhether 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 Knowledge use, occupancy or enjoyment of Community Financial and Community Bankthe property or any portion thereof. Except as set forth in Section 2.14(iii) of the FSI Disclosure Schedule, all such properties comply no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of FSI, 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 knowledge of Community Financial or Community BankFSI, threatened with respect to such properties; the Real Estate. All licenses and (iv) Community Financial 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 Community Bank has use thereof. FSI and the Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Community Financial FSI or Community Bank any of the Subsidiaries in their businesses, respective businesses free and clear of any claim, defense or right of any other person or entity that is material to FSI's or any of the Subsidiaries' ownership or use rights to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by Community Financial and Community Bank FSI or the Subsidiaries 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, the name as is customary with companies of the insurer same size and in the amount of the annual premiumsame business.