Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) The 1st United Disclosure Schedule contains a complete list of all real property owned (“Owned Real Property”) or leased by 1st United or any of its Subsidiaries, as OREO or otherwise, or owned, leased or controlled by 1st United or any 1st United Subsidiary as trustee or fiduciary (collectively, the “1st United Property”). To 1st United’s knowledge, and except as set forth in the 1st United Disclosure Schedule, 1st United and its Subsidiaries have good, and as to Owned Real Property, marketable and fee simple, title to all material assets and properties, whether real or personal, tangible or intangible, reflected in 1st United’s consolidated balance sheet as of December 31, 2013, or owned and 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 December 31, 2013 to third parties in arm’s length transactions. (b) 1st United and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them. The 1st United Disclosure Schedule lists all leases pursuant to which 1st United or any 1st United Subsidiary occupies any real property (“1st United Leases”) and for each such lease lists annual base rentals, the annual increases to base rentals to the end of the lease and the expiration date and any option terms. Except as otherwise set forth on the 1st United Disclosure Schedule, the Merger does not or will not trigger any provision of any of the 1st United Leases covering 1st United’s leased Real Property which would require the consent to assignment or approval by any of the lessors thereunder. Neither 1st United nor its Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged or deeded in trust any interest in any of the 1st United Leases. Neither 1st United nor any of its Subsidiaries have received written notice of any threatened cancellations of any of the 1st United Leases. 1st United or its Subsidiaries, as the case may be, has in all material respects performed all obligations required to be performed by it to date pursuant to such 1st United Leases. Neither 1st United nor any of its Subsidiaries has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by 1st United or any Subsidiary under any of the 1st United Leases. (c) To 1st United’s knowledge, the 1st United Property and all buildings and improvements thereon are free from any material interior or exterior structural defects. Neither 1st United nor its Subsidiaries have received written notice that any such buildings, structures, fixtures and improvements on any Owned Real Property are in violation, in any material respect, of any applicable laws. To 1st United’s knowledge, the buildings, structures, fixtures and improvements on each parcel of Owned Real Property lie entirely within the boundaries of such parcel of Owned Real Property. Neither 1st United nor its Subsidiaries have received written notice that any portion of 1st United Property or any building, structure, fixture or improvement thereon is the subject of, or affected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or pending, and to the knowledge of 1st United, none of the foregoing are, or have been threatened to be, the subject of, or affected by, any such proceeding. There are no persons other than 1st United and its Subsidiaries, or, to 1st United’s knowledge as to leased Real Property, the landlord (to the extent provided for in the relevant 1st United Lease), entitled to possession of the Real Property. To 1st United’s knowledge, all of the 1st United Property, and 1st United’s and its Subsidiaries’ use thereof, complies with all applicable zoning, building, fire, use restriction, air, water or other pollution control, environmental protection, waste disposal, safety or health codes, or other ordinances, rules or regulations but excluding any Environmental Laws which are subject to Section 3.15 hereof. Except as set forth in the 1st United Disclosure Schedule, neither 1st United nor its Subsidiaries have received any notification of any asserted present or past failure by it to comply with such laws, rules, regulations or codes, or such orders, rules, writs, judgments, injunctions, decrees or ordinances except of past violations as to which the relevant statute of limitations has expired or as to which 1st United or its Subsidiaries have completed all actions required to be in compliance therewith. (d) The 1st United Disclosure Schedule lists all material policies of insurance of 1st United and its Significant Subsidiaries showing all risks insured against, in each case under valid, binding and enforceable policies or bonds, with such amounts and such deductibles as are specified. As of the date hereof, neither 1st United nor any of its Subsidiaries has received any notice of pending cancellation or notice of a pending material amendment of any such insurance policy or bond or is in default under such policy or bond, no material coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) The 1st United Oritani Disclosure Schedule contains a complete list of all real property owned (“Oritani Owned Real Property”) or leased by 1st United Oritani or any of its Subsidiaries, as OREO other real estate owned (“OREO”) or otherwise, or owned, leased or controlled by 1st United Oritani or any 1st United Oritani Subsidiary as trustee or fiduciary (collectively, the “1st United PropertyOritani Properties”). To 1st UnitedOritani’s knowledge, and except as set forth in the 1st United Oritani Disclosure Schedule, 1st United Oritani and its Subsidiaries have good, and as to Oritani Owned Real Property, marketable and fee simple, title to all material assets and properties, whether real or personal, tangible or intangible, reflected in 1st UnitedOritani’s consolidated balance sheet as of December 31June 30, 20132018, or owned and 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 December 31June 30, 2013 2018 to third parties in arm’s length transactions). (b) 1st United Oritani and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them. The 1st United Oritani Disclosure Schedule lists all leases pursuant to which 1st United Oritani or any 1st United Oritani Subsidiary occupies any real property (“1st United Oritani Leases”) and for each such lease lists annual base rentals, the annual increases to base rentals to the end of the lease and the expiration date and any option terms. Except as otherwise set forth on the 1st United Oritani Disclosure Schedule, the Merger does not or will not trigger any provision of any of the 1st United Oritani Leases covering 1st UnitedOritani’s leased Real Property real property which would require the consent to assignment or approval by any of the lessors thereunder. Neither 1st United Oritani nor its Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged or deeded in trust any interest in any of the 1st United Oritani Leases. Neither 1st United Oritani nor any of its Subsidiaries have received written notice of any threatened cancellations of any of the 1st United Oritani Leases. 1st United Oritani or its Subsidiaries, as the case may be, has in all material respects performed all obligations required to be performed by it to date pursuant to such 1st United Oritani Leases. Neither 1st United Oritani nor any of its Subsidiaries has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by 1st United Oritani or any Subsidiary under any of the 1st United Oritani Leases. (c) To 1st UnitedOritani’s knowledge, the 1st United Property Oritani Properties and all buildings and improvements thereon are free from any material interior or exterior structural defects. Neither 1st United Oritani nor its Subsidiaries have received written notice that any such buildings, structures, fixtures and improvements on any Oritani Owned Real Property are in violation, in any material respect, of any applicable laws. To 1st UnitedOritani’s knowledge, the buildings, structures, fixtures and improvements on each parcel of Oritani Owned Real Property lie entirely within the boundaries of such parcel of Oritani Owned Real Property. Neither 1st United Oritani nor its Subsidiaries have received written notice that any portion of 1st United Property Oritani Properties or any building, structure, fixture or improvement thereon is the subject of, or affected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or pending, and to the knowledge of 1st UnitedOritani, none of the foregoing are, or have been threatened to be, the subject of, or affected by, any such proceeding. There are no persons other than 1st United Oritani and its Subsidiaries, or, to 1st UnitedOritani’s knowledge as to leased Real Propertyreal property, the landlord (to the extent provided for in the relevant 1st United Oritani Lease), entitled to possession of the Oritani Owned Real Property. To 1st UnitedOritani’s knowledge, all of the 1st United PropertyOritani Properties, and 1st UnitedOritani’s and its Subsidiaries’ use thereof, complies in all material respects with all applicable zoning, building, fire, use restriction, air, water or other pollution control, environmental protection, waste disposal, safety or health codes, or other ordinances, rules or regulations but excluding any Environmental Laws which are subject to Section 3.15 hereof. Except as set forth in the 1st United Oritani Disclosure Schedule, neither 1st United Oritani nor its Subsidiaries have received any notification of any asserted present or past failure by it to comply with such laws, rules, regulations or codes, or such orders, rules, writs, judgments, injunctions, decrees or ordinances except of for past violations as to which the relevant statute of limitations has expired or as to which 1st United Oritani or its Subsidiaries have completed all actions required to be in compliance therewith. (d) The 1st United Oritani Disclosure Schedule lists all material policies of insurance of 1st United Oritani and its Significant Subsidiaries showing all risks insured againstSubsidiaries, in each case under valid, binding and enforceable policies or bonds, with such amounts and such deductibles as are specified. As of the date hereof, neither 1st United Oritani nor any of its Subsidiaries has received any notice of pending cancellation or notice of a pending material amendment of any such insurance policy or bond or is in default under such policy or bond, no material coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) The 1st United Bancshares Disclosure Schedule contains a complete list of all real property owned (“Owned Real Property”) or leased by 1st United Bancshares or any of its Subsidiaries, as OREO or otherwise, or owned, leased or controlled by 1st United Bancshares or any 1st United Bancshares Subsidiary as trustee or fiduciary (collectively, the “1st United Bancshares Property”). To 1st United’s Bancshares’ knowledge, and except as set forth in the 1st United Bancshares Disclosure Schedule, 1st United Bancshares and its Subsidiaries have good, and as to Owned Real Property, marketable and fee simple, title to all material assets and properties, whether real or personal, tangible or intangible, reflected in 1st United’s Bancshares’ consolidated balance sheet as of December 31, 20132014, or owned and 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 December 31, 2013 2014 to third parties in arm’s length transactions. (b) 1st United Bancshares and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them. The 1st United Bancshares Disclosure Schedule lists all leases pursuant to which 1st United Bancshares or any 1st United Bancshares Subsidiary occupies any real property (“1st United Bancshares Leases”) and for each such lease lists annual base rentals, the annual increases to base rentals to the end of the lease and the expiration date and any option terms. Except as otherwise set forth on the 1st United Bancshares Disclosure Schedule, the Merger does not or will not trigger any provision of any of the 1st United Bancshares Leases covering 1st United’s Bancshares’ leased Real Property which would require the consent to assignment or approval by any of the lessors thereunder. Neither 1st United Bancshares nor its Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged or deeded in trust any interest in any of the 1st United Bancshares Leases. Neither 1st United Bancshares nor any of its Subsidiaries have received written notice of any threatened cancellations of any of the 1st United Bancshares Leases. 1st United Bancshares or its Subsidiaries, as the case may be, has in all material respects performed all obligations required to be performed by it to date pursuant to such 1st United Bancshares Leases. Neither 1st United Bancshares nor any of its Subsidiaries has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by 1st United Bancshares or any Subsidiary under any of the 1st United Bancshares Leases. (c) To 1st United’s Bancshares’ knowledge, the 1st United Bancshares Property and all buildings and improvements thereon are free from any material interior or exterior structural defects. Neither 1st United Bancshares nor its Subsidiaries have received written notice that any such buildings, structures, fixtures and improvements on any Owned Real Property are in violation, in any material respect, of any applicable laws. To 1st United’s Bancshares’ knowledge, the buildings, structures, fixtures and improvements on each parcel of Owned Real Property lie entirely within the boundaries of such parcel of Owned Real Property. Neither 1st United Bancshares nor its Subsidiaries have received written notice that any portion of 1st United Bancshares Property or any building, structure, fixture or improvement thereon is the subject of, or affected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or pending, and to the knowledge of 1st UnitedBancshares, none of the foregoing are, or have been threatened to be, the subject of, or affected by, any such proceeding. There are no persons other than 1st United Bancshares and its Subsidiaries, or, to 1st United’s Bancshares’ knowledge as to leased Real Property, the landlord (to the extent provided for in the relevant 1st United Bancshares Lease), entitled to possession of the Real Property. To 1st United’s Bancshares’ knowledge, all of the 1st United Bancshares Property, and 1st United’s Bancshares’ and its Subsidiaries’ use thereof, complies with all applicable zoning, building, fire, use restriction, air, water or other pollution control, environmental protection, waste disposal, safety or health codes, or other ordinances, rules or regulations but excluding any Environmental Laws which are subject to Section 3.15 hereof. Except as set forth in the 1st United Bancshares Disclosure Schedule, neither 1st United Bancshares nor its Subsidiaries have received any notification of any asserted present or past failure by it to comply with such laws, rules, regulations or codes, or such orders, rules, writs, judgments, injunctions, decrees or ordinances except of past violations as to which the relevant statute of limitations has expired or as to which 1st United Bancshares or its Subsidiaries have completed all actions required to be in compliance therewith. (d) The 1st United Bancshares Disclosure Schedule lists all material policies of insurance of 1st United Bancshares and its Significant Subsidiaries showing all risks insured against, in each case under valid, binding and enforceable policies or bonds, with such amounts and such deductibles as are specified. As of the date hereof, neither 1st United Bancshares nor any of its Subsidiaries has received any notice of pending cancellation or notice of a pending material amendment of any such insurance policy or bond or is in default under such policy or bond, no material coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.