Common use of Assets; Insurance Clause in Contracts

Assets; Insurance. The FCB Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCB’s past practices. All Assets that are material to FCB’s business on a consolidated basis, held under leases or subleases by any of the FCB Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB or FCB Bank or, to the Knowledge of FCB or FCB Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB Companies or in which any FCB Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB Company. None of the FCB Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCB. As to each parcel of real property owned or used by any FCB Company, no FCB Company has received notice of any pending or, to the Knowledge of each of the FCB Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB Companies include all assets required to operate the business of the FCB Companies as now conducted. The policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB Companies, and FCB has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB PBF Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB PBF Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, in each case free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB PBF Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBPBF’s past practices. All Assets that are material to FCBPBF’s business on a consolidated basis, held under leases or subleases by any of the FCB PBF Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB PBF or FCB PBF Bank or, to the Knowledge of FCB PBF or FCB PBF Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB PBF Companies or in which any FCB PBF Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB PBF Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB PBF Company. None of the FCB PBF Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBPBF. As to each parcel of real property owned or used by any FCB PBF Company, no FCB PBF Company has received notice of any pending or, to the Knowledge of each of the FCB PBF Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB PBF Companies include all assets required to operate the business of the FCB PBF Companies as now conducted. The policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB PBF Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB PBF Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB PBF Companies, and FCB PBF has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB PBF Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Companies (a) Except as disclosed or reserved against in the First Commerce Financial Statements delivered prior to the date of this Agreement, the First Commerce Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB Companies has good , except for (i) mortgages and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest encumbrances that secure indebtedness that is properly reflected in the real property described First Commerce Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in Schedule 5.10(b)the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or are being contested in good faith; (iv) such imperfections of title and encumbrances, if any, free as do not materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and clear of all Liens(v) capital leases and leases, if any, to third parties for fair and adequate consideration. All tangible real and personal properties and Assets used in the businesses business of the FCB Companies First Commerce Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCB’s such First Commerce Entities’ past practices. All Assets that which are material to FCB’s the First Commerce Entities’ business on a consolidated basis, held under leases or subleases by any of the FCB Companies First Commerce Entities, are held under valid Contracts enforceable against the First Commerce Entities in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcyBankruptcy, insolvency, reorganization, moratorium moratorium, or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect effect. (b) The First Commerce Entities have paid all amounts due and there is not payable under any such Contract any Default or claim of Default by FCB or FCB Bank or, insurance policies and guarantees applicable to the Knowledge First Commerce Entities and their Assets and operations; all such insurance policies and guarantees are in full force and effect, and all the First Commerce Entities’ properties are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts and with deductibles that are adequate and are consistent with past practice and experience. None of FCB the First Commerce Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or FCB Bankthat coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any other party First Commerce Entity under such policies. (c) With respect to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB Companies or in which any FCB Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB Company is the lessee of any real property or personal property to which any First Commerce Entity is a party (whether as lessee or lessor), except for financing leases in which a First Commerce Entity is lessor, (i) such lease is in full force and which relates effect in accordance with its terms by the First Commerce Entity; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by the First Commerce Entity; (iii) there exists no Default under such lease by the First Commerce Entity; and (iv) the Merger will not constitute a Default or a cause for termination or modification of such lease. (d) First Commerce has no legal obligation, absolute or contingent, to any manner other person to the operation of the businesses sell or otherwise dispose of any FCB Company. None substantial part of the FCB Companies has violated, its Assets or is currently in violation of, to sell or dispose of any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or its Assets except in the aggregate would have a Material Adverse Effect on FCB. As to each parcel ordinary course of real property owned or used by any FCB Company, no FCB Company has received notice of any pending or, to the Knowledge of each of the FCB Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. business consistent with past practices. (e) The First Commerce Entities’ Assets of the FCB Companies include all assets material Assets required to operate the business of the FCB Companies First Commerce Entities as now presently conducted. The policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB Companies, and FCB has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Except as set forth on Schedule 5.10, the United Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB United Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB United Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBUnited’s past practices. All Assets that are material to FCBUnited’s business on a consolidated basis, held under leases or subleases by any of the FCB United Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB or FCB Bank United or, to the Knowledge of FCB or FCB Bankeach United Company, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB United Companies or in which any FCB United Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB United Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB United Company. None of the FCB United Companies has violatedviolated since March 1, 2010 (or, to the Knowledge of each United Company, prior to March 1, 2010), or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBUnited. As to each parcel of real property owned or used by any FCB United Company, no FCB United Company has received notice of any pending or, to the Knowledge of each of the FCB United Companies, threatened condemnation proceedings, litigation Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB United Companies include all assets required to operate the business of the FCB United Companies as now conducted. The policies of fire, theft, liability liability, D&O and other insurance maintained with respect to the Assets or businesses of the FCB United Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB United Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB United Companies, and FCB United has provided true and correct copies of each such policy to ANBNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB United Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Except as set forth on Schedule 5.10, the BANK Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB BANK Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB BANK Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBBANK’s past practices. All Assets that are material to FCBBANK’s business on a consolidated basis, held under leases or subleases by any of the FCB BANK Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB or FCB Bank BANK or, to the Knowledge of FCB or FCB BankBANK, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB BANK Companies or in which any FCB BANK Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB BANK Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB BANK Company. None of the FCB BANK Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBBANK. As to each parcel of real property owned or used by any FCB BANK Company, no FCB BANK Company has received notice of any pending or, to the Knowledge of each of the FCB BANK Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s materialmens’ liens. The Assets of the FCB BANK Companies include all assets required to operate the business of the FCB BANK Companies as now conducted. The policies of fire, theft, liability liability, D&O and other insurance maintained with respect to the Assets or businesses of the FCB BANK Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB BANK Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB BANK Companies, and FCB BANK has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claimTIB.

Assets; Insurance. The FCB VBI Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB VBI Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB VBI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBVBI’s past practices. All Assets that are material to FCBVBI’s business on a consolidated basis, held under leases or subleases by any of the FCB VBI Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB VBI or FCB VBI Bank or, to the Knowledge of FCB VBI or FCB VBI Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB VBI Companies or in which any FCB VBI Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB VBI Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB VBI Company. None of the FCB VBI Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBVBI. As to each parcel of real property owned or used by any FCB VBI Company, no FCB VBI Company has received notice of any pending or, to the Knowledge of each of the FCB VBI Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB VBI Companies include all assets required to operate the business of the FCB VBI Companies as now conducted. The In the reasonable opinion of the VBI Companies, the policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB VBI Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB VBI Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB VBI Companies, and FCB VBI has provided true and correct copies of each such policy to ANBCBF. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bondsbonds since January 1, 2004, and no FCB VBI Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Except as set forth on Schedule 5.10, the IRBC Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB IRBC Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB IRBC Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBIRBC’s past practices. All Assets that are material to FCBIRBC’s business on a consolidated basis, held under leases or subleases by any of the FCB IRBC Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB IRBC or FCB IRBC Bank or, to the Knowledge of FCB IRBC or FCB IRBC Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB IRBC Companies or in which any FCB IRBC Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB IRBC Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB IRBC Company. None of the FCB IRBC Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would Table of Contents have a Material Adverse Effect on FCBIRBC. As to each parcel of real property owned or used by any FCB IRBC Company, no FCB IRBC Company has received notice of any pending or, to the Knowledge of each of the FCB IRBC Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB IRBC Companies include all assets required to operate the business of the FCB IRBC Companies as now conducted. The Schedule 5.10(c) contains a list of all policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB IRBC Companies, and FCB IRBC has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB HBI Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB HBI Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB HBI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBHBI’s past practices. All Assets that are material to FCBHBI’s business on a consolidated basis, held under leases or subleases by any of the FCB HBI Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB HBI or FCB HBI Bank or, to the Knowledge of FCB HBI or FCB HBI Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB HBI Companies or in which any FCB HBI Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB HBI Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB HBI Company. None of the FCB HBI Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBHBI. As to each parcel of real property owned or used by any FCB HBI Company, no FCB HBI Company has received notice of any pending or, to the Knowledge of each of the FCB HBI Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB HBI Companies include all assets required to operate the business of the FCB HBI Companies as now conducted. The In the reasonable opinion of the HBI Companies, the policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB HBI Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB HBI Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB HBI Companies, and FCB HBI has provided true and correct copies of each such policy to ANBJBI. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bondsbonds since January 1, 2005, and no FCB HBI Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Except as set forth on Schedule 5.10, the IRBC Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB IRBC Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB IRBC Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCB’s IRBC's past practices. All Assets that are material to FCB’s IRBC's business on a consolidated basis, held under leases or subleases by any of the FCB IRBC Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB IRBC or FCB IRBC Bank or, to the Knowledge of FCB IRBC or FCB IRBC Bank, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB IRBC Companies or in which any FCB IRBC Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB IRBC Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB IRBC Company. None of the FCB IRBC Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBIRBC. As to each parcel of real property owned or used by any FCB IRBC Company, no FCB IRBC Company has received notice of any pending or, to the Knowledge of each of the FCB IRBC Companies, threatened condemnation proceedings, litigation proceedings or mechanic’s 's or materialmen’s 's liens. The Assets of the FCB IRBC Companies include all assets required to operate the business of the FCB IRBC Companies as now conducted. The Schedule 5.10(c) contains a list of all policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB IRBC Companies, and FCB IRBC has provided true and correct copies of each such policy to ANB. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. The FCB Except as set forth on Schedule 5.10, the FPFI Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB FPFI Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB FPFI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBFPFI’s past practices. All Assets that are material to FCBFPFI’s business on a consolidated basis, held under leases or subleases by any of the FCB FPFI Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB or FCB Bank FPFI or, to the Knowledge of FCB or FCB Bankeach FPFI Company, by any other party to the Contract. Schedules 5.10(a) and 5.10(b) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB FPFI Companies or in which any FCB FPFI Company has any ownership or leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB FPFI Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB FPFI Company. None of the FCB FPFI Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(aordinance (a) and 5.10(b), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBFPFI. As to each parcel of real property owned or used by any FCB FPFI Company, no FCB FPFI Company has received notice of any pending or, to the Knowledge of each of the FCB FPFI Companies, threatened condemnation proceedings, litigation Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB FPFI Companies include all assets required to operate the business of the FCB FPFI Companies as now conducted. The policies of fire, theft, liability liability, D&O and other insurance maintained with respect to the Assets or businesses of the FCB FPFI Companies provide adequate coverage under consistent with current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB FPFI Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the FCB FPFI Companies, and FCB FPFI has provided true and correct copies of each such policy to ANBProgress. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no FCB FPFI Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Insurance. (a) The FCB BHC Companies have marketable title, free and clear of all Liens, to all of their respective Assets. One of the FCB BHC Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a5.10(a)(i) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b5.10(a)(ii), if any, free and clear of all Liens. All tangible real and personal properties and Assets used in the businesses of the FCB BHC Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FCBBHC’s past practices. All Assets that are material to FCBBHC’s business on a consolidated basis, held under leases or subleases by any of the FCB BHC Companies are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by FCB BHC or FCB Bank or, to the Knowledge of FCB BHC or FCB Bank, by any other party to the Contract. Schedules 5.10(a5.10(a)(i) and 5.10(b5.10(a)(ii) identify each parcel of real estate or interest therein owned, leased or subleased by any of the FCB BHC Companies or in which any FCB BHC Company has any ownership or leasehold interest. Except as described in Schedule 5.10(a)(i) or Schedule 5.10(a)(i)(ii), none of the real property or interests therein owned, leased or subleased by any of the BHC Companies or in which any BHC Company has any ownership or leasehold interest is subject to (i) any requirement that such real estate be developed by a certain date or (ii) any option or right by any Person to repurchase such real property. If applicable, Schedule 5.10(b5.10(a)(ii) also lists or otherwise describes each and every written or oral lease or sublease under which any FCB BHC Company is the lessee of any real property and which relates in any manner to the operation of the businesses of any FCB BHC Company. None of the FCB BHC Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described in Schedules 5.10(a5.10(a)(i) and 5.10(b5.10(a)(ii), including without limitation any Law relating to zoning, building, occupancy, environmental or comparable matter which individually or in the aggregate would have a Material Adverse Effect on FCBBHC. As to each parcel of real property owned or used by any FCB BHC Company, no FCB BHC Company has received notice of any pending or, to the Knowledge of each of the FCB BHC Companies, threatened condemnation proceedings, litigation Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the FCB BHC Companies include all assets required to operate the business of the FCB BHC Companies as now conducted. (b) Each of the BHC Companies is presently insured, and during each of the past three calendar years has been insured, for reasonable amounts against such risks as companies or institutions engaged in a similar business would, in accordance with good business practice, customarily be insured. The policies of fire, theft, liability and other insurance maintained with respect to the Assets or businesses of the FCB BHC Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the FCB BHC Companies is a named insured are reasonably sufficient. Schedule 5.10(c5.10(b) contains a list of all such policies and bonds maintained by any of the FCB BHC Companies, and FCB BHC has provided true and correct copies of each such policy to ANBProtective. Except as set forth on Schedule 5.10(c5.10(b), no claims have been made under such policies or bonds, and no FCB BHC Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.