acquisition or disposition entered into other than loans and loan commitments except at the direction or request of any Bank Regulator, (vii) entered into any lease of real or personal property requiring annual payments in excess of Fifty Thousand Dollars ($50,000), other than in connection with foreclosed property or in the ordinary course of business consistent with past practice, (viii) changed any accounting methods, principles or practices of William Penn or the William Penn Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy except in accordance with any changes in GAAP, or (ix) suffered any strike, work stoppage, slow-down, or other labor disturbance. (e) As of the date of this Agreement, except as set forth on William Penn Disclosure Schedule 4.8(e), none of the deposits of William Penn is a “brokered deposit” as defined in 12 CFR Section 337.6(a)(2). 4.9. Ownership of Property; Insurance Coverage. (a) William Penn and each William Penn Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by William Penn or any William Penn Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the William Penn Regulatory Reports and in the William Penn Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since the date of such balance sheets), subject to no material Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, FRB, inter-bank credit facilities or any transaction by a William Penn Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens affecting real property which do not materially adversely affect the value or use of such real property, and (iv) those described and reflected in the William Penn Financial Statements (together “William Penn Permitted Liens”). Such securities are valued on the books of William Penn and each of the William Penn Subsidiaries in accordance with GAAP. William Penn and the William Penn Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by William Penn and the William Penn Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither William Penn nor any William Penn Subsidiary is in default in any material respect under any lease for any real or personal property to which either William Penn or any William Penn Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on William Penn. (b) With respect to all agreements pursuant to which William Penn or any William Penn Subsidiary has purchased securities subject to an agreement to resell, if any, William Penn or such William Penn Subsidiary, as the case may be, has a valid, perfected first Lien in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. William Penn and each of the William Penn Subsidiaries employs investment, securities risk management and other policies, practices and procedures that William Penn and each such William Penn Subsidiary believes are prudent and reasonable in the context of such businesses. (c) William Penn and each William Penn Subsidiary currently maintains insurance considered by William Penn to be reasonable for their respective operations in accordance with industry practice. Neither William Penn nor any William Penn Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as provided on William Penn Disclosure Schedule 4.9(c), there are presently no material claims pending under such policies of insurance and no notices have been given by William Penn or any William Penn Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years William Penn and each A-23
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