Common use of Tangible Properties and Assets Clause in Contracts

Tangible Properties and Assets. (a) HCBF Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its Subsidiaries. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there is no pending or, to HCBF’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState. (b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBF’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), have been furnished or made available to CenterState. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Section 3.30(a) of the First Choice Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its SubsidiariesFirst Choice Owned Property. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF First Choice or its Subsidiaries a First Choice Subsidiary has (i) good, valid and marketable fee title toto all of the First Choice Owned Property, (ii) a valid leasehold interests interest in or otherwise legally enforceable rights to use all of the real First Choice Leased Property, and (iii) fee title or a legally enforceable right to use all other personal property, personal property rights and other assets (tangible or intangible), used, occupied and operated or held for use by it First Choice or a First Choice Subsidiary as of the date of this Agreement in connection with its the business of First Choice and the First Choice Subsidiaries as presently conducted conducted, in each case, free and clear of any Lienall Liens, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesPermitted Liens. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFFirst Choice’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature Legal Proceeding with respect to the First Choice Owned Property or, to First Choice’s Knowledge, the First Choice Leased Property, including without limitation a pending or threatened taking of any of such real property that HCBF by eminent domain, except where such Legal Proceeding has not had, and would not reasonably be expected to have, a Material Adverse Effect on First Choice or any First Choice Subsidiary. First Choice has furnished or made available to Enterprise true, correct and complete copies of all deeds, surveys, title insurance policies, mortgages, deeds of trust and security agreements, and documents evidencing encumbrances or exceptions to the applicable title commitment or title policy that First Choice or any First Choice Subsidiary has in its Subsidiaries ownspossession related to any First Choice Owned Property or First Choice Leased Property. (b) Section 3.30(b) of the First Choice Disclosure Schedule sets forth a true, correct and complete schedule as of the date of this Agreement of all Contracts (including any amendments, supplements or modifications to each of the foregoing) under which First Choice or any First Choice Subsidiary uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState. (b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (each as amended, supplemented or modified, individually a “Lease” and, collectively, the “Leases”). Each of the Leases Lease is valid, binding and in full force and effect and neither HCBF against First Choice or a First Choice Subsidiary, as the case may be, and, to First Choice’s Knowledge, against the other parties thereto. Neither First Choice nor any of its Subsidiaries First Choice Subsidiary has received a written or, to First Choice’s Knowledge, oral notice of, and otherwise has no Knowledge of any, any material default on the part of the First Choice or any First Choice Subsidiary or early termination with respect to any Lease. There has not occurred any event and and, to First Choice’s no condition exists that would constitute a termination event or a breach (or an event which, with or without notice or lapse of time or both, would constitute a breach) by HCBF First Choice or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the performance First Choice Subsidiary of any material covenant, agreement agreement, or condition contained in any a Lease. To HCBFFirst Choice’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF First Choice and each of its Subsidiaries have First Choice Subsidiary has paid all rents and other charges to the extent due under the Leases. True True, correct, and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), Leases have been furnished or made available to CenterStateEnterprise. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on First Choice or First Choice Bank, all buildings, structures, fixtures, building systems and equipment, and all material components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, systems included in the owned real property or First Choice Owned Property (and, to First Choice’s Knowledge, the subject of the Leases First Choice Leased Property) are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF First Choice and its Subsidiariesthe First Choice Subsidiaries as currently conducted. (d) Since January 1, 2018, neither First Choice nor any First Choice Subsidiary has received any written, or, to First Choice’s Knowledge, oral notice from any Governmental Authority of any material zoning, safety, building, fire, or health code violations with respect to the First Choice Owned Property or the First Choice Leased Property, which remains uncured as of the date of this Agreement. (e) Section 3.30(e) of the First Choice Disclosure Schedule sets forth a true, correct and complete list of all Leases pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to consummation of the Merger, the Bank Merger, and the other transactions contemplated hereby.

Tangible Properties and Assets. (a) HCBF Section 3.30(a) of the Company Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its SubsidiariesCompany Owned Property. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF Company or its Subsidiaries a Company Subsidiary has (i) good, valid and marketable fee title toto all of the Company Owned Property, (ii) a valid leasehold interests interest in or otherwise legally enforceable rights to use all of the real Company Leased Property, and (iii) fee title or a legally enforceable right to use all other personal property, personal property rights and other assets (tangible or intangible), used, occupied and operated or held for use by it Company or a Company Subsidiary as of the date of this Agreement in connection with its the business of the Company and the Company Subsidiaries as presently conducted conducted, in each case, free and clear of any Lienall Liens, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesPermitted Liens. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature Legal Proceeding with respect to the Company Owned Property or, to Company’s Knowledge, the Company Leased Property, including without limitation a pending or threatened taking of any of such real property that HCBF by eminent domain, except where such Legal Proceeding has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or any Company Subsidiary. Company has furnished or made available to Parent true, correct and complete copies of all deeds, surveys, title insurance policies, mortgages, deeds of trust and security agreements, and documents evidencing encumbrances or exceptions to the applicable title commitment or title policy that Company or any Company Subsidiary has in its Subsidiaries ownspossession related to any Company Owned Property or Company Leased Property. (b) Section 3.30(b) of the Company Disclosure Schedule sets forth a true, correct and complete schedule as of the date of this Agreement of all Contracts (including any amendments, supplements or modifications to each of the foregoing) under which Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState. (b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (each as amended, supplemented or modified, individually a “Lease” and, collectively, the “Leases”). Each of the Leases Lease is valid, binding and in full force and effect and neither HCBF against Company or a Company Subsidiary, as the case may be, and, to Company’s Knowledge, against the other parties thereto. Neither Company nor any of its Subsidiaries Company Subsidiary has received a written or, to Company’s Knowledge, oral notice of, and otherwise has no Knowledge of any, any material default on the part of the Company or any Company Subsidiary or early termination with respect to any Lease. There has not occurred any event and and, to Company’s no condition exists that would constitute a termination event or a breach (or an event which, with or without notice or lapse of time or both, would constitute a breach) by HCBF Company or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the performance Company Subsidiary of any material covenant, agreement agreement, or condition contained in any a Lease. To HCBFCompany’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF Company and each of its Subsidiaries have Company Subsidiary has paid all rents and other charges to the extent due under the Leases. True True, correct, and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), Leases have been furnished or made available to CenterStateParent. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company, all buildings, structures, fixtures, building systems and equipment, and all material components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, systems included in the owned real property or Company Owned Property (and to Company’s Knowledge, the subject of the Leases Company Leased Property) are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its Subsidiariesthe Company Subsidiaries as currently conducted. (d) Since January 1, 2015, neither Company nor any Company Subsidiary has received any written, or, to Company’s Knowledge, oral notice from any Governmental Authority of any material zoning, safety, building, fire, or health code violations with respect to the Company Owned Property or the Company Leased Property, which remains uncured as of the date of this Agreement. (e) Section 3.30(e) of the Company Disclosure Schedule sets forth a true and complete list of all Leases pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to consummation of the Merger, the Bank Merger, and the other transactions contemplated hereby.

Tangible Properties and Assets. (a) HCBF FPB Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF FPB and each of its Subsidiaries. Except as set forth in HCBF FPB Disclosure Schedule 3.30(a), HCBF FPB or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFFPB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF FPB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF FPB Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF FPB Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF FPB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF FPB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To FPB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF FPB or any of its Subsidiaries of, or default by HCBF FPB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFFPB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF FPB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF FPB Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF FPB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Company Disclosure Schedule 3.30(a3.31(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by HCBF Company and each of its Subsidiaries. Except as set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), HCBF Company or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) Liens for taxes and other governmental charges and assessments, which are not yet due and payable, (iii) Liens, easements, rights of way, and other similar Liens encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesproperties and (iv) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable. Except as set forth on HCBF Company Disclosure Schedule 3.30(a3.31(a), there is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBuyer. (b) HCBF Company Disclosure Schedule 3.30(b3.31(b) sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, licenses and other agreements under which HCBF Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF Company or any of its Subsidiaries of, or default by HCBF Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFCompany’s and Company Bank’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company. HCBF Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True Copies that are true and complete copies in all material respects of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Company Disclosure Schedule 3.30(b3.31(b), have been furnished or made available to CenterStateBuyer. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its SubsidiariesSubsidiaries as currently conducted.

Tangible Properties and Assets. (a) HCBF HSBI Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF HSBI and each of its Subsidiaries. Except as set forth in HCBF HSBI Disclosure Schedule 3.30(a), HCBF HSBI or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with material to its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens arising in the Ordinary Course of Business, (iii) any Liens imposed by applicable Law, and (iiiv) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFHSBI’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF HSBI or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True HSBI has in its possession true and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF HSBI Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStatesubject. (b) HCBF HSBI Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF HSBI or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF HSBI nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To HSBI’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by HCBF HSBI or any of its Subsidiaries of, or default by HCBF HSBI or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFHSBI’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF HSBI and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF HSBI Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF HSBI and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF FFB Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF FFB and each of its Subsidiaries. Except as set forth in HCBF FFB Disclosure Schedule 3.30(a), HCBF FFB or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with material to its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens arising in the Ordinary Course of Business, (iii) any Liens imposed by applicable Law, and (iiiv) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFFFB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF FFB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF FFB Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF FFB Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF FFB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now nor or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF FFB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To FFB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by HCBF FFB or any of its Subsidiaries of, or default by HCBF FFB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFFFB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF FFB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF FFB Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All To FFB’s Knowledge, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF FFB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF BBI Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF BBI and each of its Subsidiaries. Except as set forth in HCBF BBI Disclosure Schedule 3.30(a), HCBF BBI or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with material to its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens arising in the Ordinary Course of Business, (iii) any Liens imposed by applicable Law, and (iiiv) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFBBI’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF BBI or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True Except as set forth in BBI Disclosure Schedule 3.30(a), true and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF BBI Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF BBI Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF BBI or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF BBI nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To BBI’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by HCBF BBI or any of its Subsidiaries of, or default by HCBF BBI or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFBBI’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF BBI and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF BBI Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF BBI and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Company Disclosure Schedule 3.30(a3.31(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by HCBF Company and each of its Subsidiaries. Except as set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), HCBF Company or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) Liens for taxes and other governmental charges and assessments, which are not yet due and payable or which are being contested in good faith, (iii) Liens, easements, rights of way, and other similar Liens encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesproperties and (iv) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable. Except as set forth on HCBF Company Disclosure Schedule 3.30(a3.31(a), there is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBuyer. (b) HCBF Company Disclosure Schedule 3.30(b3.31(b) sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, licenses and other agreements under which HCBF Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, each of the Leases is valid, binding and in full force and effect and neither HCBF Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF Company or any of its Subsidiaries of, or default by HCBF Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFCompany’s and Company Bank’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company. HCBF Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company, Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True Copies that are true and complete copies in all material respects of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Company Disclosure Schedule 3.30(b3.31(b), have been furnished or made available to CenterStateBuyer. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its SubsidiariesSubsidiaries as currently conducted.

Tangible Properties and Assets. (a) HCBF SSNF Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF SSNF and each of its Subsidiaries. Except as set forth in HCBF SSNF Disclosure Schedule 3.30(a), HCBF SSNF or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFSSNF’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF SSNF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF SSNF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF SSNF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF SSNF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF SSNF nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To SSNF’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF SSNF or any of its Subsidiaries of, or default by HCBF SSNF or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFSSNF’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF SSNF and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF SSNF Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF SSNF and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF LBC Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF LBC and each of its Subsidiaries. Except as set forth in HCBF LBC Disclosure Schedule 3.30(a), HCBF LBC or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFLBC’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF LBC or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF LBC Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateCBAN. (b) HCBF LBC Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF LBC or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF LBC nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To LBC’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF LBC or any of its Subsidiaries of, or default by HCBF LBC or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFLBC’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF LBC and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF LBC Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateCBAN. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF LBC and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Disclosure Schedule 3.30(a) Section 3.31 sets forth a true, correct and complete list of all real property owned by HCBF FNB and each of its Subsidiaries. Except as set forth in HCBF Disclosure Schedule 3.30(a)Section 3.31, HCBF and except for properties and assets disposed of in the Ordinary Course of Business or as permitted by this Agreement, FNB or its Subsidiaries Subsidiary has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there is no pending or, to HCBF’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState. (b) HCBF Disclosure Schedule 3.30(b) Section 3.31 sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF FNB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF FNB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HCBF FNB or any of its Subsidiaries of, or material default by HCBF FNB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFFNB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF Except as set forth on Disclosure Schedule Section 3.31, there is no pending or, to FNB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that FNB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. FNB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), have been furnished or made available to CenterState. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF FNB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF PFG Disclosure Schedule 3.30(a) sets forth a true, correct correct, and complete list of all real property owned by HCBF PFG and each of its Subsidiaries. Except as set forth in HCBF PFG Disclosure Schedule 3.30(a), HCBF PFG or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property property, and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFPFG’s Knowledge, threatened legal, administrative, arbitral arbitral, or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF PFG or any of its Subsidiaries owns, uses uses, or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF PFG Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust trust, and security agreements to which such property is subject have been furnished or made available to CenterStateSMBK. (b) HCBF PFG Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses licenses, and other agreements under which HCBF PFG or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF PFG nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To PFG’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF PFG or any of its Subsidiaries of, or default by HCBF PFG or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFPFG’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement agreement, or condition contained in such Lease. HCBF PFG and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF PFG Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateSMBK. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF PFG and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Company Disclosure Schedule 3.30(a3.31(a) sets forth a true, correct and complete list of all real property owned by HCBF Company and each of its Subsidiaries. Except as set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), HCBF Company or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Company Disclosure Schedule 3.30(a3.31(a), there is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBuyer. (b) HCBF Company Disclosure Schedule 3.30(b3.31(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HCBF Company or any of its Subsidiaries of, or material default by HCBF Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFCompany’s and Company Bank’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Company Disclosure Schedule 3.30(b3.31(b), have been furnished or made available to CenterStateBuyer. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its Subsidiaries except where such condition has not had, nor is reasonably likely to have, a Material Adverse Effect on Company or any of its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Company Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its SubsidiariesCompany Owned Property. Except as set forth in HCBF Company Disclosure Schedule 3.30(a), HCBF Company or its Subsidiaries has goodmarketable fee title to the Company Owned Property, valid and marketable title toand, to Company’s Knowledge, valid leasehold interests in or otherwise legally enforceable rights to use all of the real Company Leased Property, and fee title or a legally enforceable right to use all other personal property, personal property rights and other assets (tangible or intangible), used, occupied and operated or held for use by it as of the date of this Agreement in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesPermitted Liens. Except as set forth on HCBF Company Disclosure Schedule 3.30(a), there is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF or Company Owned Property (or, to Company’s Knowledge, any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or leasehold interest in the futureCompany Leased Property), including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. True Company or its Subsidiaries have heretofore furnished to or made available to Buyer true, correct and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a)deeds, and complete copies of the surveys, title insurance policies and surveys for each propertypolicies, together with any mortgages, deeds of trust and security agreements that Company or any Subsidiary of Company has in its possession related to which such property is subject have been furnished any Company Owned Property or made available to CenterStateCompany Leased Property. (b) HCBF Company Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule as of the date of this Agreement of all leases, subleases, licenses and other material agreements (including any amendments, supplements or modifications to each of the foregoing) under which HCBF Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (each as amended, supplemented or modified, individually a “Lease” and, collectively, the “Leases”). Each To Company’s Knowledge, each of the Leases is valid, binding and in full force and effect and against the Company or its Subsidiaries, as the case may be, and, except as set forth in Company Disclosure Schedule 3.30(b), neither HCBF Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, any material default on the part of the Company or its Subsidiaries or early termination with respect to any Lease. There has not occurred any event To Company’s and no condition exists that would constitute a termination event or a breach by HCBF or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFCompany Bank’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company. HCBF Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True True, correct, and complete copies of all leases for, Leases in Company’s or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), Company Bank’s possession have been furnished or made available to CenterStateBuyer. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank or except as set forth on Company Disclosure Schedule 3.30(c), all buildings, structures, fixtures, building systems and equipment, and all material components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, systems included in the owned real property Company Owned Property (or to the subject of Company’s or Company Bank’s Knowledge, the Leases Company Leased Property) are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its Subsidiaries as currently conducted. (d) Except as set forth on Company Disclosure Schedule 3.30(d), Company and/or Company Bank have received no written, or, to Company’s Knowledge, oral, notices since January 1, 2013 and prior to the date of this Agreement from any Governmental Authority of any material zoning, safety, building, fire, or health code violations with respect to the Company Owned Property or the Company Leased Property (but only as to matters for which Company or Company Bank is responsible under the Lease related thereto) which remains uncured as of the date of this Agreement. (e) Company Disclosure Schedule 3.30(e) sets forth a true and complete list of all Leases pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to consummation of the Merger, the Bank Merger, and the other transactions hereby and thereby. Section 3.31 Intellectual Property. Company Disclosure Schedule 3.31 sets forth a true, complete and correct list of all registered and unregistered material Company Intellectual Property. (a) Except as would not have a Material Adverse Effect on Company or its Subsidiaries, the Company or its Subsidiaries validly own all right, title and interest in and to, or has a valid license to use all, and with respect to domains and social media accounts, has control over, Company Intellectual Property, free and clear of all Liens (other than Permitted Liens,) royalty or other payment obligations (except for royalties or payments with respect to off the shelf Software at standard commercial rates, or as otherwise indicated on Company Disclosure Schedule 3.31(a)). Company Disclosure Schedule 3.31(a) sets forth all Company Intellectual Property ownership or licenses which are with a Subsidiary (rather than Company), and indicates the specific item and the applicable Subsidiary. To the Company’s Knowledge, (i) the owners of the Company Intellectual Property used by Company pursuant to license, sublicense, agreement or permission have taken all necessary actions to maintain, protect and/or permit the use of such Company Intellectual Property by Company, and (ii) there is no default or expected default by any party to, or any intent to terminate or let expire, any material agreement related to Company Intellectual Property. Except as otherwise indicated on Company Disclosure Schedule 3.31(a) and to the Company’s Knowledge, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property purported to be owned by the Company, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. (b) The Company Intellectual Property constitutes all of the Intellectual Property used to carry on the business of Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries have not embedded or permitted to be embedded any open source, copyleft or community source code in any of its products or services generally available or in development, including but not limited to any libraries, that provides for or permits such code or any of Company Intellectual Property’s proprietary code to be distributed or made available in source form or dedicated to the public. In addition, the Company and its Subsidiaries have taken reasonable steps to maintain, protect and preserve the Company Intellectual Property. (c) The Company Intellectual Property purported to be owned by the Company or its Subsidiaries is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither Company nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of any such Company Intellectual Property. (d) None of Company or any of its Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by Company of its obligations hereunder, in violation of any material licenses, sublicenses and other agreements as to which Company or any of its Subsidiaries is a party and pursuant to which Company or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets, computer software or other intellectual property, and neither Company nor any of its Subsidiaries has received notice challenging Company’s or any of its Subsidiaries’ license or legally enforceable right to use any such third-party intellectual property rights, and the consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Company or any of its Subsidiaries (or Buyer or Buyer Bank post-Closing) to own or use any material Company Intellectual Property. (e) With respect to any Company Intellectual Property that is an intent-to-use trademark application (“ITU”), this Agreement provides for the assumption of the entire business of the Company to which that respective ITU pertains, such business of the Company will be ongoing and existing immediately upon consummation of the Merger and Bank Merger, and Buyer will be the successor in interest of such business of the Company. (f) To the Company’s Knowledge, Company and its Subsidiaries have not interfered with, infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of any other Person, and Company or any of its Subsidiaries have never received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that Company or any of its Subsidiaries must license or refrain from using any Intellectual Property rights of any other Person). To Company’s Knowledge, no other Person has interfered with, infringed upon, misappropriated or otherwise violated any Company Intellectual Property rights owned by, or licensed to, Company or any of its Subsidiaries. (g) Set forth on Company Disclosure Schedule 3.31(g) is a complete and accurate list and summary description, including any royalties or other amounts paid or received by the Company or its Subsidiaries, and Company has delivered to Buyer accurate and complete copies, of all contracts relating to the Company Intellectual Property (other than non-exclusive licenses to generally available off-the-shelf commercial software). There are no outstanding and to Company’s Knowledge, no threatened disputes or disagreements with respect to any such contract. Included in Company Disclosure Schedule 3.31(g) is a list of: (i) all items of material Company Intellectual Property which is or has been used in connection with the business that is licensed by Company or any of its Subsidiaries (“Licensed Business Intellectual Property”) and the owner or licensee of each such item of Licensed Business Intellectual Property (other than non-exclusive licenses to generally available commercial software), and (ii) all other material agreements related to Company Intellectual Property. To Company’s Knowledge, all agreements related to Company Intellectual Property are valid and enforceable in accordance with their terms except as permitted by the exceptions set forth in Section 3.12(b). (h) Company Disclosure Schedule 3.31(h) contains a complete and accurate list and summary description of all Patents, and registrations and applications for trademarks, copyrights, domain names and social media accounts, included in the Company Intellectual Property. (i) Company’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by Company and each of its Subsidiaries in connection with their respective businesses and (ii) to Company’s Knowledge, have not materially malfunctioned or failed within the past two years. Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. (j) Company and each of its Subsidiaries: (i) have reasonable privacy policies consistent with industry practices concerning the collection, use and disclosure of personal information; (ii) to the Company’s Knowledge is compliant with all applicable Laws, and their own privacy policies and commitments to their respective customers, consumers, employees and other parties, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees (including without limitation related to the collection, use, storage, transfer, or disposal thereof); and (iii) at no time during the two years prior to the date hereof has received any written notice asserting any violations of any of the foregoing. The execution of this Agreement and performance of the transactions contemplated hereby shall not violate any such Laws, privacy policies or commitments. Immediately upon the Closing, the Buyer and Buyer Bank will continue to have the right to use such personal information on identical terms and conditions as the Company and its Subsidiaries enjoyed immediately prior to the Closing. To the Company’s Knowledge, no Person (including any Governmental Authority) has commenced any action relating to the Company or any of its Subsidiaries’ information privacy or data security practices, including with respect to the collection, use, transfer, storage, or disposal of personal information maintained by or on behalf of the Company or its Subsidiaries, or, to Company’s Knowledge, threatened any such action, or made any complaint, investigation, or inquiry relating to such practices.

Tangible Properties and Assets. (a) HCBF PCB Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF PCB and each of its Subsidiaries. Except as set forth in HCBF PCB Disclosure Schedule 3.30(a), HCBF PCB or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFPCB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF PCB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF PCB Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBFC. (b) HCBF PCB Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF PCB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF PCB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To PCB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF PCB or any of its Subsidiaries of, or default by HCBF PCB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFPCB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF PCB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF PCB Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateBFC. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF PCB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF SWBS Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF SWBS and each of its Subsidiaries. Except as set forth in HCBF SWBS Disclosure Schedule 3.30(a), HCBF SWBS or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF SWBS Disclosure Schedule 3.30(a), there is no pending or, to HCBFSWBS’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF SWBS or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF SWBS Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF SWBS Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF SWBS or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF SWBS nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF SWBS or any of its Subsidiaries of, or default by HCBF SWBS or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFSWBS’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF SWBS and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF SWBS Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF SWBS and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF HTB Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF HTB and each of its Subsidiaries. Except as set forth in HCBF HTB Disclosure Schedule 3.30(a), HCBF HTB or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFHTB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF HTB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF HTB Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBFC. (b) HCBF HTB Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF HTB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF HTB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To HTB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF HTB or any of its Subsidiaries of, or default by HCBF HTB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFHTB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF HTB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF HTB Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateBFC. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF HTB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF SSNF Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF SSNF and each of its Subsidiaries. Except as set forth in HCBF SSNF Disclosure Schedule 3.30(a), HCBF SSNF or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBF’s SSNF's Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF SSNF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF SSNF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateFBMS. (b) HCBF SSNF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF SSNF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “"Leases”"). Each of the Leases is valid, binding and in full force and effect and neither HCBF SSNF nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To SSNF's Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF SSNF or any of its Subsidiaries of, or default by HCBF SSNF or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBF’s SSNF's Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF SSNF and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF SSNF Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateFBMS. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF SSNF and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Company Disclosure Schedule 3.30(a‎3.31(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by HCBF Company and each of its Subsidiaries. Except as set forth in HCBF Company Disclosure Schedule 3.30(a‎3.31(a), HCBF Company or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) Liens for taxes and other governmental charges and assessments, which are not yet due and payable or which are being contested in good faith, (iii) Liens, easements, rights of way, and other similar Liens encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesproperties and (iv) Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable. Except as set forth on HCBF Company Disclosure Schedule 3.30(a‎3.31(a), there is no pending or, to HCBFCompany’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Company Disclosure Schedule 3.30(a3.31(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBuyer. (b) HCBF Company Disclosure Schedule 3.30(b‎3.31(b) sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, licenses and other agreements under which HCBF Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, each of the Leases is valid, binding and in full force and effect and neither HCBF Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF Company or any of its Subsidiaries of, or default by HCBF Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFCompany’s and Company Bank’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company. HCBF Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company, Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True Copies that are true and complete copies in all material respects of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Company Disclosure Schedule 3.30(b‎3.31(b), have been furnished or made available to CenterStateBuyer. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its SubsidiariesSubsidiaries as currently conducted.

Tangible Properties and Assets. (a) HCBF SCB Disclosure Schedule 3.30(a) sets forth a true, correct correct, and complete list of all real property owned by HCBF SCB and each of its Subsidiaries. Except as set forth in HCBF SCB Disclosure Schedule 3.30(a), HCBF SCB or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in in, or otherwise legally enforceable rights to use all of the real property, personal property property, and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFSCB’s Knowledge, threatened legal, administrative, arbitral arbitral, or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF SCB or any of its Subsidiaries owns, uses uses, or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF SCB Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust trust, and security agreements to which such property is subject have been furnished or made available to CenterStateSMBK. (b) HCBF SCB Disclosure Schedule 3.30(b) sets forth a true, correct correct, and complete schedule of all leases, subleases, licenses licenses, and other agreements under which HCBF SCB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding binding, and in full force and effect effect, and neither HCBF SCB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To SCB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF SCB or any of its Subsidiaries of, or default by HCBF SCB or any of its Subsidiaries in, the performance of any covenant, agreement agreement, or condition contained in any Lease. To HCBFSCB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement agreement, or condition contained in such Lease. HCBF SCB and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF SCB Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateSMBK. (c) All buildings, structures, fixtures, building systems systems, and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF SCB and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF DBI Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF DBI and each of its Subsidiaries. Except as set forth in HCBF DBI Disclosure Schedule 3.30(a), HCBF DBI or its Subsidiaries has good, valid good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBFDBI’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF DBI or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF DBI Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterStateBFC. (b) HCBF DBI Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF DBI or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF DBI nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There To DBI’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF DBI or any of its Subsidiaries of, or default by HCBF DBI or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HCBFDBI’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF DBI and each of its Subsidiaries have has paid all rents and other charges to the extent due under the Leases. True and complete copies of all leases Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF DBI Disclosure Schedule 3.30(b), have been furnished or made available to CenterStateBFC. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF DBI and its Subsidiaries.

Tangible Properties and Assets. (a) HCBF Section 3.30(a) of the Company Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its SubsidiariesCompany Owned Property. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF Company or its Subsidiaries a Company Subsidiary has (i) good, valid and marketable fee title toto all of the Company Owned Property, (ii) a valid leasehold interests interest in or otherwise legally enforceable rights to use all of the real Company Leased Property, and (iii) fee title or a legally enforceable right to use all other personal property, personal property rights and other assets (tangible or intangible), used, occupied and operated or held for use by it Company or a Company Subsidiary as of the date of this Agreement in connection with its the business of the Company and the Company Subsidiaries as presently conducted conducted, in each case, free and clear of any Lienall Liens, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesPermitted Liens. Except as set forth on HCBF Disclosure Schedule 3.30(a), there There is no pending or, to HCBF’s Company's Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature Legal Proceeding with respect to the Company Owned Property or, to Company's Knowledge, the Company Leased Property, including without limitation a pending or threatened taking of any of such real property that HCBF by eminent domain, except where such Legal Proceeding has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company or any Company Subsidiary. Company has furnished or made available to Parent true, correct and complete copies of all deeds, surveys, title insurance policies, mortgages, deeds of trust and security agreements, and documents evidencing encumbrances or exceptions to the applicable title commitment or title policy that Company or any Company Subsidiary has in its Subsidiaries ownspossession related to any Company Owned Property or Company Leased Property. (b) Section 3.30(b) of the Company Disclosure Schedule sets forth a true, correct and complete schedule as of the date of this Agreement of all Contracts (including any amendments, supplements or modifications to each of the foregoing) under which Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState. (b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (each as amended, supplemented or modified, individually a "Lease" and, collectively, the “"Leases”"). Each of the Leases Lease is valid, binding and in full force and effect and neither HCBF against Company or a Company Subsidiary, as the case may be, and, to Company's Knowledge, against the other parties thereto. Neither Company nor any of its Subsidiaries Company Subsidiary has received a written or, to Company's Knowledge, oral notice of, and otherwise has no Knowledge of any, any material default on the part of the Company or any Company Subsidiary or early termination with respect to any Lease. There has not occurred any event and and, to Company's no condition exists that would constitute a termination event or a breach (or an event which, with or without notice or lapse of time or both, would constitute a breach) by HCBF Company or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the performance Company Subsidiary of any material covenant, agreement agreement, or condition contained in any a Lease. To HCBF’s Company's Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. HCBF Company and each of its Subsidiaries have Company Subsidiary has paid all rents and other charges to the extent due under the Leases. True True, correct, and complete copies of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in HCBF Disclosure Schedule 3.30(b), Leases have been furnished or made available to CenterStateParent. (c) All Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Company, all buildings, structures, fixtures, building systems and equipment, and all material components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, systems included in the owned real property or Company Owned Property (and to Company's Knowledge, the subject of the Leases Company Leased Property) are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HCBF Company and its Subsidiariesthe Company Subsidiaries as currently conducted. (d) Since January 1, 2015, neither Company nor any Company Subsidiary has received any written, or, to Company's Knowledge, oral notice from any Governmental Authority of any material zoning, safety, building, fire, or health code violations with respect to the Company Owned Property or the Company Leased Property, which remains uncured as of the date of this Agreement. (e) Section 3.30(e) of the Company Disclosure Schedule sets forth a true and complete list of all Leases pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to consummation of the Merger, the Bank Merger, and the other transactions contemplated hereby.