Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. Except as may be disclosed in the Disclosure Schedule, (i) FSB and First Bank have good and marketable title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB Financial Statements and easements, rights-of-way, and other restrictions which do not have a Material Adverse Effect on FSB and First Bank, taken as a whole, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of FSB or First Bank, rights of redemption under applicable law) to all of their owned real properties; (ii) all leasehold interests for real property and any material personal property used by FSB and First Bank in their businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) to our knowledge, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSB, threatened with respect to such properties; and (iv) FSB and First Bank have valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by FSB or First Bank in their respective businesses, free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use of such property. All material insurable properties owned or held by FSB and First Bank are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by FSB and First Bank, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed in the Disclosure Schedule, (i) FSB Pinnacle and First Bank its subsidiaries have good and marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB Pinnacle Financial Statements and easements, rights-of-way, and other restrictions which do and imperfections not have a Material Adverse Effect on FSB and First Bank, taken as a wholematerial in nature, and further excepting in the case of other real estate owned Other Real Estate Owned ("OREO"), as such real estate is internally classified on the books of FSB Pinnacle or First Bank, its subsidiaries) rights of redemption under applicable law) to all of their owned real properties; , (ii) all leasehold interests for real property and any material personal property used by FSB Pinnacle and First Bank its subsidiaries in their businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; , (iii) to our knowledge, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSBPinnacle, threatened with respect to such properties; and , (iv) FSB Pinnacle and First Bank its subsidiaries have valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by FSB or First Bank in their respective businessesnecessary to conduct the business and operations of Pinnacle and its subsidiaries as presently conducted, free and clear of any claim, defense or right of any other person or entity which is material to such propertyentity, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use of such property. All material , (v) all insurable properties owned or held by FSB Pinnacle and First Bank its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Pinnacle or any of its subsidiaries under such policies, and (vi) all tangible properties used in the businesses of Pinnacle and its subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. The Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by FSB Pinnacle and First Bankits subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed in 1ST BANCORP, the Disclosure ScheduleBank, (i) FSB and First Bank the Subsidiaries have good and marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB 1ST BANCORP Financial Statements and easements, rights-of-way, and other restrictions which do are not have a Material Adverse Effect on FSB and First Bankmaterial and, taken as a whole, and further excepting in the case of other real estate owned ("OREO")owned, as such real estate is internally classified on the books of FSB or First the Bank, rights of redemption under applicable law) to all of their real properties reflected on the 1ST BANCORP Financial Statements as being owned real properties; (ii) all by 1ST BANCORP, the Bank, or the Subsidiaries, respectively. All material leasehold interests for real property and any material personal property used by FSB 1ST BANCORP, the Bank, and First Bank the Subsidiaries in their businesses respective operations are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) , subject to our knowledgethe provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Except as set forth in the Disclosure Schedule, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSB1ST BANCORP, threatened with respect to such properties; . 1ST BANCORP, the Bank, and (iv) FSB and First Bank the Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by FSB or First Bank 1ST BANCORP, the Bank, and the Subsidiaries in their respective businesses, business free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by FSB and First Bank 1ST BANCORP, the Bank, or the Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by FSB the same size and First Bank, in the amount and type of insurance, the name of the insurer and the amount of the annual premiumsame business.

Title to Properties; Insurance. Except as may be disclosed in 1ST BANCORP, the Disclosure ScheduleBank, (i) FSB and First Bank the Subsidiaries have good and marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB 1ST BANCORP Financial Statements and easements, rights-of-way, and other restrictions which do are not have a Material Adverse Effect on FSB and First Bankmaterial and, taken as a whole, and further excepting in the case of other real estate owned ("OREO")owned, as such real estate is internally classified on the books of FSB or First the Bank, rights of redemption under applicable law) to all of their real properties reflected on the 1ST BANCORP Financial Statements as being owned real properties; (ii) all by 1ST BANCORP, the Bank, or the Subsidiaries, respectively. All material leasehold interests for real property and any material personal property used by FSB 1ST BANCORP, the Bank, and First Bank the Subsidiaries in their businesses respective operations are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) , subject to our knowledgethe provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Except as set forth in the Disclosure Schedule, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSB1ST BANCORP, threatened with respect to such properties; . 1ST BANCORP, the Bank, and (iv) FSB and First Bank the Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by FSB or First Bank 1ST BANCORP, the Bank, and the Subsidiaries in their respective businesses, business free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors licensor pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All material insurable properties owned or held by FSB and First Bank 1ST BANCORP, the Bank, or the Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar sizethe same size and in the same business. The Disclosure Schedule sets forth, for each policy of insurance maintained by FSB and First Bank, the amount and type of insurance, the name of the insurer and the amount of the annual premium.(n)

Title to Properties; Insurance. Except as may be disclosed in the Disclosure Schedule, (i) FSB UCB and First Bank its Subsidiaries have good and marketable title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB UCB Financial Statements and easements, rights-of-way, and other restrictions which do not have a Material Adverse Effect on FSB UCB and First Bankits Subsidiaries, taken as a whole, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of FSB UCB or First Bankits Subsidiaries, rights of redemption under applicable law) to all of their owned real properties; (ii) all leasehold interests for real property and any material personal property used by FSB UCB and First Bank its Subsidiaries in their businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) to our knowledge, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSBUCB, threatened with respect to such properties; and (iv) FSB UCB and First Bank its Subsidiaries have valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by FSB UCB or First Bank its Subsidiaries in their respective businesses, free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use of such property. All material insurable properties owned or held by FSB UCB and First Bank its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank thrift holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by FSB UCB and First Bankits Subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed in the Disclosure Schedule, (i) FSB Fidelity and First Bank its Subsidiaries have good and marketable title, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the FSB Fidelity Financial Statements and easements, rights-of-way, and other restrictions which do and imperfections not have a Material Adverse Effect on FSB and First Bank, taken as a wholematerial in nature, and further excepting in the case of other real estate owned ("OREO"), as such real estate is internally classified on the books of FSB or First Bank, rights of redemption under applicable law) to all of their owned real properties; , a list of which is included on Schedule 2.15 of the Disclosure Schedule, (ii) all leasehold interests for real property and any material personal property used by FSB Fidelity and First Bank its Subsidiaries in their businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; , a list of which is included on Schedule 2.15 of the Disclosure Schedule and copies of which have been delivered to PFGI, (iii) to our knowledge, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of FSBour knowledge, threatened with respect to such properties; and , (iv) FSB and First Bank have valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by FSB or First Bank in their respective businesses, free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use of such property. All material insurable properties owned or held by FSB and First Bank Fidelity or its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank savings banks and savings and loan holding companies of similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Fidelity or its Subsidiaries under such policies, and (v) all tangible properties used in the businesses of Fidelity or its Subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. The Section 2.15 of the Disclosure Schedule sets forth, for each policy of insurance maintained by FSB Fidelity and First Bankits Subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.