Common use of Real Property Owned or Leased Clause in Contracts

Real Property Owned or Leased. (a) Schedule 3.12(a) contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate (the “MetroCorp Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a), and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East West. (b) No lease or deed with respect to any MetroCorp Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorp. No condemnation proceeding is pending or, to MetroCorp’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp Real Property in the manner in which it is currently being used. (d) MetroCorp or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(aSection 3.14(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by MetroCorp Oakwood or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp Oakwood Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)Oakwood Real Property, title insurance policies for the Oakwood Real Property that is owned real property referred to in Schedule 3.12(a)by Oakwood or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBFST. (b) No lease or deed with respect to any MetroCorp Oakwood Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Oakwood Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Oakwood Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Oakwood Real Property, except for those violations and encroachments which that do not, individually or in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpaggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Property. No condemnation proceeding is pending or, to MetroCorpXxxxxxx’s Knowledgeknowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp Oakwood Real Property in the manner in which it is currently being used. (d) MetroCorp Oakwood or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp Oakwood Real Property, and such interest is free and clear of all liens, including Tax lienscharges, charges imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp Oakwood and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (aA) Schedule 3.12(aSection 5.10(A) of the Schedules contains a true, correct and complete list of all real immovable property owned or leased by MetroCorp TCBI or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp TCBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)TCBI Real Property, title insurance policies for the TCBI Real Property that is owned real property referred to in Schedule 3.12(a)by TCBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBFST. (bB) No Except as set forth in Section 5.10(B) of the Schedules, no lease or deed with respect to any MetroCorp TCBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp TCBI Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (cC) None of the buildings and structures located on any MetroCorp TCBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp TCBI Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect Change on MetroCorpTCBI. No condemnation proceeding condemnation, eminent domain or other Proceeding is pending or, to MetroCorpTCBI’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp TCBI Real Property in the manner in which it is currently being used. (dD) MetroCorp Except as set forth in Section 5.10(D) of the Schedules, TCBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp TCBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in the TCBI Financial Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (eE) All buildings and other facilities used in the business of MetroCorp TCBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(aSection 3.14(a) of the Comanche Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by MetroCorp Comanche or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp Comanche Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)Comanche Real Property, title insurance policies for the Comanche Real Property that is owned real property referred to in Schedule 3.12(a)by Comanche or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestSpirit. (b) No lease or deed with respect to any MetroCorp Comanche Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Comanche Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Comanche Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Comanche Real Property, except for those violations and encroachments which that do not, individually or in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpaggregate, materially adversely affect the value or use and enjoyment of the relevant Comanche Real Property. No condemnation proceeding is pending or, to MetroCorpComanche’s Knowledgeknowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp Comanche Real Property in the manner in which it is currently being used. (d) MetroCorp Comanche or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp Comanche Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Comanche Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp Comanche and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(a) A. Section 5.10A of the Schedules contains a true, correct and complete list of all real immovable property owned or leased by MetroCorp BOJ or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp BOJ Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)BOJ Real Property, title insurance policies for the BOJ Real Property that is owned real property referred to in Schedule 3.12(a)by BOJ or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestInvestar. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any MetroCorp BOJ Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp BOJ Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) C. None of the buildings and structures located on any MetroCorp BOJ Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp BOJ Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect Change on MetroCorpBOJ or Highlands Bank. No condemnation proceeding is pending or, to MetroCorpBOJ’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp BOJ Real Property in the manner in which it is currently being used. (d) MetroCorp D. Except as set forth in Section 5.10A of the Schedules, BOJ or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp BOJ Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in the BOJ Financial Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of MetroCorp BOJ and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(a) A. Section 5.10A of the Schedules contains a true, correct and complete list of all real immovable property owned or leased by MetroCorp PBI or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp PBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)PBI Real Property, title insurance policies for the PBI Real Property that is owned real property referred to in Schedule 3.12(a)by PBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBFST. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any MetroCorp PBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp PBI Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) C. None of the buildings and structures located on any MetroCorp PBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp PBI Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect Change on MetroCorpPBI. No condemnation proceeding condemnation, eminent domain or other Proceeding is pending or, to MetroCorpPBI’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp PBI Real Property in the manner in which it is currently being used. (d) MetroCorp D. Except as set forth in Section 5.10A of the Schedules, PBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp PBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in the PBI Financial Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of MetroCorp PBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(a) contains DCB has delivered to Guaranty a true, correct true and complete list of all real property owned or leased by MetroCorp DCB or any Subsidiary thereof, including nonresidential other real estate of its Subsidiaries (the “MetroCorp DCB Real Property”). True DCB has delivered to Guaranty true and complete copies of all (i) deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a)DCB Real Property, and all (ii) mortgages, deeds of trust and security agreements to which such property the DCB Real Property is subject have been furnished or made available to East Westsubject. (b) No lease or deed with respect to any MetroCorp DCB Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp DCB Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereofobligation, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesBankruptcy Exception), and is in full force and effect; there are no existing DCB has not received any notice of claims of any defaults by MetroCorp orDCB, to MetroCorp’s Knowledge, any of its Subsidiaries or the other party thereunder and and, to the Knowledge of DCB, there are no allegations or assertions of such by any party under such agreement or any events that with notice, notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp DCB Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp DCB Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpDCB or any of its Subsidiaries. No condemnation proceeding is pending or, to MetroCorpDCB’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp DCB Real Property in the manner in which it is currently being used. (d) MetroCorp DCB or one of its Subsidiaries has good and indefeasible marketable title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp DCB Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes not yet due and payable, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real propertyrecord. (e) All To DCB’s Knowledge, all buildings and other facilities used in the business of MetroCorp and DCB or any of its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(a) A. Section 5.10A of the Schedules contains a true, correct and complete list of all real immovable property owned or leased by MetroCorp RSBI or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp RSBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)RSBI Real Property, title insurance policies for the RSBI Real Property that is owned real property referred to in Schedule 3.12(a)by RSBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBFST. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any MetroCorp RSBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp RSBI Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) C. None of the buildings and structures located on any MetroCorp RSBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp RSBI Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect Change on MetroCorpRSBI or Richland State Bank. No condemnation proceeding is pending or, to MetroCorpRSBI’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp RSBI Real Property in the manner in which it is currently being used. (d) MetroCorp D. Except as set forth in Section 5.10A of the Schedules, RSBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp RSBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in the RSBI Financial Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of MetroCorp RSBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.12(a3.9(a) contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereofSNB and the Bank (collectively, including nonresidential other real estate (the “MetroCorp SNB Real Property”). True and complete copies of all deeds deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a3.9(a), and all mortgages, deeds of trust and security agreements to which such property is subject have been or will be furnished or made available to East WestProsperity. (b) No lease or with respect to any SNB Real Property and no deed with respect to any MetroCorp SNB Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp SNB Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp SNB or a Subsidiary thereofthe Bank, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp SNB or, to MetroCorpSNB’s Knowledgeknowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None To the knowledge of SNB, none of the buildings and structures located on any MetroCorp SNB Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp SNB Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpSNB. No condemnation proceeding is pending or, to MetroCorpSNB’s Knowledgeknowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp SNB Real Property in the manner in which it is currently being used. (d) MetroCorp or one of SNB and its Subsidiaries has have good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp SNB Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, encumbrances except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp SNB and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(aSection 3.14(a) of the Beeville Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by MetroCorp Beeville or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp Beeville Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)Beeville Real Property, title insurance policies for the Beeville Real Property that is owned real property referred to in Schedule 3.12(a)by Beeville or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestSpirit. (b) No lease or deed with respect to any MetroCorp Beeville Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Beeville Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Beeville Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Beeville Real Property, except for those violations and encroachments which that do not, individually or in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpaggregate, materially adversely affect the value or use and enjoyment of the relevant Beeville Real Property. No condemnation proceeding is pending or, to MetroCorpBeeville’s Knowledgeknowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp Beeville Real Property in the manner in which it is currently being used. (d) MetroCorp Beeville or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp Beeville Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Beeville Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp Beeville and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Schedule 3.12(a) 4.15 contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate NFS (the “MetroCorp NFS Real Property”). True and complete copies of all deeds deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest inof, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a), 4.15 and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBancshares. (b) No lease or with respect to any NFS Real Property and no deed with respect to any MetroCorp NFS Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp NFS Real Property pertaining to its current primary business purposeProperty. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, NFS or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None To the knowledge of NFS, none of the buildings and structures located on any MetroCorp NFS Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp NFS Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpNFS. No condemnation proceeding is pending or, to MetroCorpNFS’s Knowledgeknowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any MetroCorp NFS Real Property in the manner in which it is currently being used. (d) MetroCorp or one of its Subsidiaries NFS has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp NFS Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All Except as set forth in Schedule 4.15(e), all buildings and other facilities used in the business of MetroCorp and its Subsidiaries NFS are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, to the knowledge of NFS, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.12(a3.6(a) contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate Express (the “MetroCorp Express Real Property”). True and complete copies of all deeds of its deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest inof, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a), 3.6(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestTexas United. (b) No lease or with respect to any Express Real Property and no deed with respect to any MetroCorp Express Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Express Real Property pertaining to its current primary business purposeProperty. Each of such leases described in Schedule 3.6(a) is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, Express or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with or without notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Express Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Express Real Property, except for those violations and encroachments which in the aggregate could would not reasonably be expected to cause a Material Adverse Effect on MetroCorpExpress. No condemnation proceeding is pending or, to MetroCorpExpress’s Knowledgeknowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any MetroCorp Express Real Property in the manner in which it is currently being used. (d) MetroCorp or one of its Subsidiaries Express has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp Express Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp Express and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Real Property Owned or Leased. (a) Schedule 3.12(aSection 3.14(a) of the CBI Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by MetroCorp CBI or any Subsidiary thereofits Subsidiaries, including nonresidential non-residential other real estate estate, and the owner or lessee thereof (the “MetroCorp CBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a)CBI Real Property, title insurance policies for the CBI Real Property that is owned real property referred to in Schedule 3.12(a)by CBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestSTXB. (b) No lease or deed with respect to any MetroCorp CBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp CBI Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp CBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp CBI Real Property, except for those violations and encroachments which that do not, individually or in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpaggregate, materially adversely affect the value or use and enjoyment of the relevant CBI Real Property. No condemnation proceeding is pending or, to MetroCorpCBI’s Knowledgeknowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp CBI Real Property in the manner in which it is currently being used. (d) MetroCorp CBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp CBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges charges, imperfections of title or other encumbrancesEncumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in CBI Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp CBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.12(a3.8(a) contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate First United (the “MetroCorp First United Real Property”). True and complete copies of all deeds deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest inof, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a), 3.8(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East WestBancshares. (b) No lease or with respect to any First United Real Property and no deed with respect to any MetroCorp First United Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp First United Real Property pertaining to its current primary business purposeProperty. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, First United or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorp. No condemnation proceeding is pending or, to MetroCorpFirst United’s Knowledgeknowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any MetroCorp First United Real Property in the manner in which it is currently being used. (d) MetroCorp or one of its Subsidiaries First United has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp First United Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All Except as set forth in Schedule 3.8(e), all buildings and other facilities used in the business of MetroCorp and its Subsidiaries First United are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, to the knowledge of First United, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Real Property Owned or Leased. (a) Schedule 3.12(a) contains TLB has delivered to Guaranty a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate TLB (the “MetroCorp TLB Real Property”). True TLB has delivered to Guaranty true, correct and complete copies of all (i) deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a)TLB Real Property, and all (ii) mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East Westsubject. (b) No lease or deed with respect to any MetroCorp TLB Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp TLB Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, TLB is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesBankruptcy Exception), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, TLB or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any MetroCorp TLB Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp TLB Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorpTLB. No condemnation proceeding is pending or, to MetroCorpTLB’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp TLB Real Property in the manner in which it is currently being used. (d) MetroCorp or one of its Subsidiaries TLB has good and indefeasible marketable title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all MetroCorp TLB Real Property, and such interest is free and clear of all liens, including Tax liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes not yet due and payable, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of MetroCorp and its Subsidiaries TLB are in adequate condition (ordinary wear and tear excepted) and and, to TLB’s Knowledge, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.