Common use of Ownership of Property; Insurance Coverage Clause in Contracts

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp and CUB have good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp or each CU Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Regulatory Reports and in the Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, or any transaction by an CU Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of CUB. CU Bancorp and the CU Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp and CUB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 With respect to all material agreements pursuant to which CU Bancorp or CUB has purchased securities subject to an agreement to resell, if any, CU Bancorp or such CU Bancorp Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB currently maintains insurance it considers to be reasonable for its respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there are presently no material claims pending under such policies of insurance and no notices have been given by CUB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.10.1. Except as set forth in GLB DISCLOSURE SCHEDULE 4.10, GLB and CUB have each GLB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp GLB or each CU Bancorp GLB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB GLB Regulatory Reports and in the GLB Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp GLB Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the GLB Financial Statements of CUBStatements. CU Bancorp GLB and the CU Bancorp GLB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp GLB and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 4.10.2. With respect to all material agreements pursuant to which CU Bancorp GLB or CUB any GLB Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp GLB or such CU Bancorp GLB Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpGLB’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3. GLB and each GLB Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUBNeither GLB nor any GLB Subsidiary, except as disclosed in CUB Disclosure Schedule 5.10.3(aGLB DISCLOSURE SCHEDULE 4.10.3(a), has not received notice from any insurance carrier during the past five two years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB GLB or any GLB Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three two years CUB GLB and each GLB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(cGLB DISCLOSURE SCHEDULE 4.10.3(b) identifies all material policies of insurance maintained by CUB GLB and each GLB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Fox Chase and CUB have each Fox Chase Subsidiary has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by CU Bancorp Fox Chase or each CU Bancorp any Fox Chase Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Fox Chase Regulatory Reports and in the Fox Chase Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business, business since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledgesLiens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp a Fox Chase Subsidiary acting in a fiduciary capacity, (ii) statutory liens Liens for amounts not yet delinquent or which that are being contested in good faith, (iii) non-monetary liens Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Fox Chase Financial Statements Statements. Such securities are valued on the books of CUBFox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. CU Bancorp Fox Chase and the CU Bancorp Fox Chase Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Fox Chase and CUB the Fox Chase Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUBnot have a Material Adverse Effect on Fox Chase. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Fox Chase or CUB any Fox Chase Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Fox Chase or such CU Bancorp Fox Chase Subsidiary, as the case may be, has a lien Lien or security interest (which which, to CU Bancorp’s the Knowledge of Fox Chase, is a valid, perfected first lienLien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Fox Chase and each of the Fox Chase Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Fox Chase and each such Fox Chase Subsidiary believes are prudent and reasonable in the context of such businesses. 5.10.3 CUB (c) Fox Chase and each Fox Chase Subsidiary currently maintains maintain insurance it considers considered by Fox Chase to be reasonable for its their respective operationsoperations in accordance with industry practice. CUBNeither Fox Chase nor any Fox Chase Subsidiary, except as disclosed set forth in CUB Fox Chase Disclosure Schedule 5.10.3(a4.9(c), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that that, during the past five (5) years, coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB set forth on Fox Chase Disclosure Schedule 5.10.3(b) 4.9(c), there are presently no material claims pending under such policies of insurance and no notices have been given by CUB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.pending

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.10.1. Except as set forth in HRB DISCLOSURE SCHEDULE 4.10, HRB and CUB have each HRB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp HRB or each CU Bancorp HRB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB HRB Regulatory Reports and in the HRB Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp HRB Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the HRB Financial Statements of CUBStatements. CU Bancorp HRB and the CU Bancorp HRB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp HRB and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the HRB Financial Statements of CUBStatements. 5.10.2 4.10.2. With respect to all material agreements pursuant to which CU Bancorp HRB or CUB any HRB Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp HRB or such CU Bancorp HRB Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s HRB's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3. HRB and each HRB Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUBNeither HRB nor any HRB Subsidiary, except as disclosed in CUB Disclosure Schedule 5.10.3(a)HRB DISCLOSURE SCHEDULE 4.10.3, has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB HRB or any HRB Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB HRB and each HRB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) HRB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by CUB HRB and each HRB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU 4.10.1 PC Bancorp and CUB PCB have good and, as to real property, marketable title to all material assets and properties owned by CU PC Bancorp or each CU PC Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB PC Bancorp Regulatory Reports and in the Financial Statements of CUB PC Bancorp or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, or any transaction by an CU PC Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of CUBPC Bancorp. CU PC Bancorp and the CU PC Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU PC Bancorp and CUB PCB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Financial Statements of CUBPC Bancorp. 5.10.2 4.10.2 With respect to all material agreements pursuant to which CU PC Bancorp or CUB PCB has purchased securities subject to an agreement to resell, if any, CU PC Bancorp or such CU PC Bancorp Subsidiary, as the case may be, has a lien or security interest (which to CU PC Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3 PC Bancorp and PCB currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUBNeither PC Bancorp nor PCB, except as disclosed in CUB PC Bancorp Disclosure Schedule 5.10.3(a4.10.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB PC Bancorp or PCB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB PC Bancorp and PCB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB PC Bancorp Disclosure Schedule 5.10.3(c4.10.3(b) identifies all material policies of insurance maintained by CUB PC Bancorp and PCB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.10.1. Except as set forth in GCB DISCLOSURE SCHEDULE 4.10, GCB and CUB have each GCB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp GCB or each CU Bancorp GCB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB GCB Regulatory Reports and in the GCB Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp GCB Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the GCB Financial Statements of CUBStatements. CU Bancorp GCB and the CU Bancorp GCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp GCB and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 4.10.2. With respect to all material agreements pursuant to which CU Bancorp GCB or CUB any GCB Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp GCB or such CU Bancorp GCB Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpGCB’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3. GCB and each GCB Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither GCB nor any GCB Subsidiary has not received notice from any insurance carrier during the past five two years that (i) such insurance will be canceled or that coverage thereunder will be materially reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB GCB or any GCB Subsidiary under such policiespolicies (other than with respect to health, disability or worker’s compensation insurance). All such insurance is valid and enforceable and in full force and effecteffect in all material respects, and within the last three two years CUB GCB and each GCB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) GCB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this SectionGCB and each GCB Subsidiary.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Except as disclosed in Primary Bank Disclosure Schedule 2.09, Primary Bank and CUB the Primary Bank Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp Primary Bank or each CU Bancorp any Primary Bank Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Primary Bank Regulatory Reports and in the Financial Statements of CUB Primary Bank Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the any Federal Reserve Bank or any Federal Home Loan Bank of San Francisco or Federal Reserve Bank, inter-bank credit facilities, or any transaction by an CU Bancorp a Primary Bank Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of CUBitems permitted under Article IV. CU Bancorp Primary Bank and the CU Bancorp Primary Bank Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by CU Bancorp Primary Bank and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Primary Bank Disclosure Schedule 2.09, such existing leases and commitments to lease constitute or will constitute operating leases for both Tax tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes the Notes to the Financial Statements of CUBPrimary Bank Financials. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Primary Bank or CUB any Primary Bank Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Primary Bank or such CU Bancorp Primary Bank Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Knowledge Primary Bank's knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) Primary Bank currently maintains insurance it considers considered by Primary Bank to be reasonable for its their respective operationsoperations and similar in scope and coverage to that customarily maintained by other businesses similarly engaged in a similar location, in accordance with good business practice. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Primary Bank has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB Primary Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB Primary Bank has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Seller and CUB have each Seller Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp Seller or each CU Bancorp Seller Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Seller Regulatory Reports and in the Seller Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp a Seller Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith and (ivv) those described and reflected in the Seller Financial Statements of CUBStatements. CU Bancorp Seller and the CU Bancorp Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Seller and CUB the Seller Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Seller or CUB any Seller Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Seller or such CU Bancorp Seller Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpSeller’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) Seller and each Seller Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable in all material respects for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither Seller nor any Seller Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there are There is presently no material claims claim pending under such policies of insurance and no notices have notice has been given by CUB Seller or any Seller Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB Seller and each Seller Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims claim submitted under any of its insurance policies. CUB Seller Disclosure Schedule 5.10.3(c3.09(c) identifies all material policies of insurance maintained by CUB Seller and each Seller Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) FCB and CUB have each FCB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp FCB or each CU Bancorp FCB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB FCB Regulatory Reports and in the FCB Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp FCB Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, (v) liens for ground rent and (ivvi) those described and reflected in the FCB Financial Statements of CUBStatements. CU Bancorp FCB and the CU Bancorp FCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp FCB and CUB the FCB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp FCB or CUB any FCB Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp FCB or such CU Bancorp FCB Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpFCB’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) FCB and each FCB Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable in all material respects for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither FCB nor any FCB Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed set forth in CUB FCB Disclosure Schedule 5.10.3(b) 3.09(c), there are is presently no material claims claim pending under such policies of insurance and no notices have notice has been given by CUB FCB or any FCB Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB FCB and each FCB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims claim submitted under any of its insurance policies. CUB FCB Disclosure Schedule 5.10.3(c3.09(c) identifies all material policies of insurance maintained by CUB FCB and each FCB Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.10.1. Guaranty Financial and CUB have each Guaranty Financial Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp Guaranty Financial or each CU Bancorp Guaranty Financial Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Guaranty Financial Regulatory Reports and in the Guaranty Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp Guaranty Financial Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the Guaranty Financial Statements of CUBFinancial Statements. CU Bancorp Guaranty Financial and the CU Bancorp Guaranty Financial Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Guaranty Financial and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 4.10.2. With respect to all material agreements pursuant to which CU Bancorp Guaranty Financial or CUB any Guaranty Financial Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Guaranty Financial or such CU Bancorp Guaranty Financial Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpGuaranty Financial’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3. Guaranty Financial and each Guaranty Financial Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a)Neither Guaranty Financial nor any Guaranty Financial Subsidiary, has not received notice from any insurance carrier during the past five two years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB Guaranty Financial or any Guaranty Financial Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three two years CUB Guaranty Financial and each Guaranty Financial Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by CUB Guaranty Financial and each Guaranty Financial Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) FNBPA and CUB have each FNBPA Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp FNBPA or each CU Bancorp any FNBPA Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB FNBPA Regulatory Reports and in the FNBPA Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business, business since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp FNBPA Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the FNBPA Financial Statements of CUBStatements. CU Bancorp FNBPA and the CU Bancorp FNBPA Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp FNBPA and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither FNBPA nor any FNBPA Subsidiary is in default in any material respect under any lease for any real or personal property to which either FNBPA or any FNBPA Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUBnot have a Material Adverse Effect on FNBPA. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp FNBPA or CUB any FNBPA Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp FNBPA or such CU Bancorp FNBPA Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to CU Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) FNBPA and each FNBPA Subsidiary currently maintains maintain insurance it considers considered by FNBPA to be reasonable for its their respective operationsoperations in accordance with industry practice. CUBNeither FNBPA nor any FNBPA Subsidiary, except as disclosed set forth in CUB Disclosure Schedule 5.10.3(a4.9(c), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB FNBPA or any FNBPA Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within . Within the last three years CUB years, FNBPA and each FNBPA Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c4.9(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this SectionFNBPA and each FNBPA Subsidiary.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp NBT and CUB NBT Bank have good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp or each CU Bancorp Subsidiary NBT and NBT Bank in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Regulatory Reports and in the Financial Statements of CUB NBT Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledgesLiens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Reserve Bank of New York or the Federal Home Loan Bank of San Francisco New York or Federal Reserve Bank, inter-bank credit facilities, or any transaction by an CU Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory liens Liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the NBT Financial Statements of CUBStatements. CU Bancorp NBT and the CU Bancorp SubsidiariesNBT Bank, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by CU Bancorp NBT and CUB NBT Bank in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases To NBT and commitments to NBT Bank’s knowledge, neither NBT nor NBT Bank is in default in any material respect under any lease constitute for any real or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 With respect to all material agreements pursuant personal property to which CU Bancorp either NBT or CUB has purchased securities subject to an agreement to resell, if any, CU Bancorp or such CU Bancorp Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Knowledge NBT Bank is a validparty, perfected first lien) and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults which, either individually or in the securities aggregate, will not have a Material Adverse Effect on NBT or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured therebyNBT Bank. 5.10.3 CUB currently maintains insurance it considers to be reasonable for its respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there are presently no material claims pending under such policies of insurance and no notices have been given by CUB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Riverview and CUB have each Riverview Subsidiary has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by CU Bancorp Riverview or each CU Bancorp any Riverview Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Riverview Regulatory Reports and in the Riverview Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business, business since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledgesLiens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, FRB, inter-bank credit facilities, facilities or any transaction by an CU Bancorp a Riverview Subsidiary acting in a fiduciary capacity, (ii) statutory liens Liens for amounts not yet delinquent or which that are being contested in good faith, (iii) non-monetary liens Liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Riverview Financial Statements (together “Riverview Permitted Liens”). Such securities are valued on the books of CUBRiverview and each of the Riverview Subsidiaries in accordance with GAAP. CU Bancorp Riverview and the CU Bancorp Riverview Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Riverview and CUB the Riverview Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither Riverview nor any Riverview Subsidiary is in default in any material respect under any lease for any real or personal property to which either Riverview or any Riverview Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUBnot have a Material Adverse Effect on Riverview. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Riverview or CUB any Riverview Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Riverview or such CU Bancorp Riverview Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Knowledge is a valid, perfected first lien) Lien in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Riverview and each of the Riverview Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Riverview and each such Riverview Subsidiary believes are prudent and reasonable in the context of such businesses. 5.10.3 CUB (c) Riverview and each Riverview Subsidiary currently maintains insurance it considers considered by Riverview to be reasonable for its their respective operationsoperations in accordance with industry practice. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither Riverview nor any Riverview Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB provided on Riverview Disclosure Schedule 5.10.3(b) 4.9(c), there are presently no material claims pending under such policies of insurance and no notices have been given by CUB Riverview or any Riverview Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB Riverview and each Riverview Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Riverview Disclosure Schedule 5.10.3(c4.9(c) identifies all material policies of insurance maintained by CUB Riverview and each Riverview Subsidiary, as well as the other matters required to be disclosed under this SectionSection 4.9(c).

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Penns ▇▇▇▇▇ and CUB have each Penns ▇▇▇▇▇ Subsidiary has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by CU Bancorp Penns ▇▇▇▇▇ or each CU Bancorp any Penns ▇▇▇▇▇ Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Penns ▇▇▇▇▇ Regulatory Reports and in the Penns ▇▇▇▇▇ Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business, business since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledgesLiens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp a Penns ▇▇▇▇▇ Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Penns ▇▇▇▇▇ Financial Statements Statements. Such securities are valued on the books of CUBPenns ▇▇▇▇▇ and each of the Penns ▇▇▇▇▇ Subsidiaries in accordance with GAAP. CU Bancorp Penns ▇▇▇▇▇ and the CU Bancorp Penns ▇▇▇▇▇ Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Penns ▇▇▇▇▇ and CUB Penns ▇▇▇▇▇ Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither Penns ▇▇▇▇▇ nor any Penns ▇▇▇▇▇ Subsidiary is in default in any material respect under any lease for any real or personal property to which either Penns ▇▇▇▇▇ or any Penns ▇▇▇▇▇ Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUBnot have a Material Adverse Effect on Penns ▇▇▇▇▇. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Penns ▇▇▇▇▇ or CUB any Penns ▇▇▇▇▇ Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Penns ▇▇▇▇▇ or such CU Bancorp Penns ▇▇▇▇▇ Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Knowledge is a valid, perfected first lien) Lien in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. Penns ▇▇▇▇▇ and each of the Penns ▇▇▇▇▇ Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Penns ▇▇▇▇▇ and each such Penns ▇▇▇▇▇ Subsidiary believes are prudent and reasonable in the context of such businesses. 5.10.3 CUB (c) Penns ▇▇▇▇▇ and each Penns ▇▇▇▇▇ Subsidiary currently maintains maintain insurance it considers considered by Penns ▇▇▇▇▇ to be reasonable for its their respective operationsoperations in accordance with industry practice. CUBNeither Penns ▇▇▇▇▇ nor any Penns ▇▇▇▇▇ Subsidiary, except as disclosed set forth in CUB Penns ▇▇▇▇▇ Disclosure Schedule 5.10.3(a5.8(c), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB Penns ▇▇▇▇▇ or any Penns ▇▇▇▇▇ Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB Penns ▇▇▇▇▇ and each Penns ▇▇▇▇▇ Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Penns ▇▇▇▇▇ Disclosure Schedule 5.10.3(c5.8(c) identifies all material policies of insurance maintained by CUB Penns ▇▇▇▇▇ and each Penns ▇▇▇▇▇ Subsidiary as well as the other matters required to be disclosed under this SectionSection 5.8(c).

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.9.1. FNBNY and CUB have each FNBNY Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp FNBNY or each CU Bancorp FNBNY Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB FNBNY Regulatory Reports and in the FNBNY Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp FNBNY Table of Contents Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the FNBNY Financial Statements of CUBStatements. CU Bancorp FNBNY and the CU Bancorp FNBNY Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp FNBNY and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 4.9.2. With respect to all material agreements pursuant to which CU Bancorp FNBNY or CUB any FNBNY Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp FNBNY or such CU Bancorp FNBNY Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpFNBNY’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.9.3. FNBNY and each FNBNY Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUBNeither FNBNY nor any FNBNY Subsidiary, except as disclosed in CUB FNBNY Disclosure Schedule 5.10.3(a)4.9.3, has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB FNBNY or any FNBNY Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB FNBNY and each FNBNY Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB FNBNY Disclosure Schedule 5.10.3(c) 4.9.3 identifies all material policies of insurance maintained by CUB FNBNY and each FNBNY Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 5.9.1. First Sentry Bancshares and CUB have each First Sentry Bancshares Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp First Sentry Bancshares or each CU Bancorp First Sentry Bancshares Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Regulatory Reports and in the First Sentry Bancshares Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp a First Sentry Bancshares Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the First Sentry Bancshares Financial Statements of CUBStatements. CU Bancorp First Sentry Bancshares and the CU Bancorp First Sentry Bancshares Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp First Sentry Bancshares and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 5.9.2. With respect to all material agreements pursuant to which CU Bancorp First Sentry Bancshares or CUB any First Sentry Bancshares Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp or such CU Bancorp First Sentry Bancshares Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s First Sentry Bancshares’ Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 5.9.3. First Sentry Bancshares and each First Sentry Bancshares Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a)Neither First Sentry Bancshares nor any First Sentry Bancshares Subsidiary, has not received notice from any an insurance carrier during the past five two years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB First Sentry Bancshares or any First Sentry Bancshares Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three two years CUB First Sentry Bancshares and each First Sentry Bancshares Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) FIRST SENTRY BANCSHARES DISCLOSURE SCHEDULE 5.9.3 identifies all material policies of insurance maintained by CUB First Sentry Bancshares and each First Sentry Bancshares Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Except as set forth in the Disclosure Letter, Seller and CUB have each Seller Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp Seller or each CU Bancorp Seller Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the CUB Regulatory Reports and in the most recent Seller Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an CU Bancorp a Seller Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of CUB. CU Bancorp Seller and the CU Bancorp Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Seller and CUB the Seller Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of themthem and (iii) encumbrances that do not materially affect the marketability of any title to real property. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Seller Financial Statements Statements. Each real estate lease that will require the consent of CUBthe lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Seller or CUB any Seller Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Seller or such CU Bancorp Seller Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s Seller's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB currently maintains insurance it considers to be reasonable for its respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there are presently no material claims pending under such policies of insurance and no notices have been given by CUB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) Except as set forth in the Disclosure Letter, Seller and CUB have each Seller Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp Seller or each CU Bancorp Seller Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the CUB Regulatory Reports and in the most recent Seller Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an CU Bancorp a Seller Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Financial Statements of CUB. CU Bancorp Seller and the CU Bancorp Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp Seller and CUB the Seller Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of themthem and (iii) encumbrances that do not materially affect the marketability of any title to real property. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Seller Financial Statements Statements. Each real estate lease that will require the consent of CUBthe lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp Seller or CUB any Seller Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp Seller or such CU Bancorp Seller Subsidiary, as the case may be, has a lien or security interest (which to CU BancorpSeller’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) Seller and each Seller Subsidiary currently maintains maintain insurance it considers to for reasonable amounts with financially sound and reputable insurance companies, against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be reasonable for its respective operationsinsured. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither Seller nor any Seller Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB Seller or any Seller Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB Seller and each Seller Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB The Seller Disclosure Schedule 5.10.3(c) Letter identifies all material policies of insurance maintained by CUB Seller and each Seller Subsidiary as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. 5.10.1 CU (a) FS Bancorp and CUB have each FS Bancorp Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU FS Bancorp or each CU FS Bancorp Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB FS Bancorp Regulatory Reports and in the FS Bancorp Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU a FS Bancorp Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith and (ivv) those described and reflected in the FS Bancorp Financial Statements of CUBStatements. CU FS Bancorp and the CU FS Bancorp Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU FS Bancorp and CUB the FS Bancorp Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 (b) With respect to all material agreements pursuant to which CU FS Bancorp or CUB any FS Bancorp Subsidiary has purchased securities subject to an agreement to resell, if any, CU FS Bancorp or such CU FS Bancorp Subsidiary, as the case may be, has a lien or security interest (which to CU FS Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) FS Bancorp and each FS Bancorp Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable in all material respects for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither FS Bancorp nor any FS Bancorp Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there are There is presently no material claims claim pending under such policies of insurance and no notices have notice has been given by CUB FS Bancorp or any FS Bancorp Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years CUB FS Bancorp and each FS Bancorp Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.been

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp 4.10.1. Except as set forth in GCB DISCLOSURE SCHEDULE 4.10, GCB and CUB have each GCB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp GCB or each CU Bancorp GCB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB GCB Regulatory Reports and in the GCB Financial Statements of CUB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank of San Francisco or Federal Reserve BankFHLB, inter-bank credit facilities, or any transaction by an CU Bancorp GCB Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not materially and adversely affect the value or use of such real property, and (iv) those described and reflected in the GCB Financial Statements of CUBStatements. CU Bancorp GCB and the CU Bancorp GCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CU Bancorp GCB and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUB. 5.10.2 4.10.2. With respect to all material agreements pursuant to which CU Bancorp GCB or CUB any GCB Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp GCB or such CU Bancorp GCB Subsidiary, as the case may be, has a lien or security interest (which to CU Bancorp’s GCB's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB 4.10.3. GCB and each GCB Subsidiary currently maintains maintain insurance it considers considered by each of them to be reasonable for its their respective operations. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither GCB nor any GCB Subsidiary has not received notice from any insurance carrier during the past five two years that (i) such insurance will be canceled or that coverage thereunder will be materially reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB GCB or any GCB Subsidiary under such policiespolicies (other than with respect to health, disability or worker's compensation insurance). All such insurance is valid and enforceable and in full force and effecteffect in all material respects, and within the last three two years CUB GCB and each GCB Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) GCB DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this SectionGCB and each GCB Subsidiary.

Ownership of Property; Insurance Coverage. 5.10.1 CU Bancorp (a) The Company and CUB each of the Company Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by CU Bancorp the Company or each CU Bancorp any Company Subsidiary in the conduct of its businessestheir businesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the CUB Company Regulatory Reports and in the Financial Statements of CUB Company Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount with, borrowing borrowed money from or other obligations to the a Federal Home Loan Bank of San Francisco or Federal Reserve Bank, (ii) inter-bank credit facilities, or any transaction by an CU Bancorp a Company Subsidiary acting in a fiduciary capacity, (iiiii) those reflected in the notes to the Company Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (ivv) those described and reflected the items disclosed in the Financial Statements of CUBCompany Disclosure Schedule 2.11. CU Bancorp The Company and the CU Bancorp Company Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by CU Bancorp the Company and CUB its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Company Disclosure Schedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both Tax tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Financial Statements of CUBCompany Financials. 5.10.2 (b) With respect to all material agreements pursuant to which CU Bancorp the Company or CUB any Company Subsidiary has purchased securities subject to an agreement to resell, if any, CU Bancorp the Company or such CU Bancorp Company Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to CU Bancorp’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 5.10.3 CUB (c) A true and complete copy of each agreement pursuant to which the Company or any of the Company Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered to Parent and all such Leases are listed on Company Disclosure Schedule 2.11(c). Assuming due authorization, execution and delivery by each Party thereto other than the Company or an Company Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by the Company or any of the Company Subsidiaries or, to the Knowledge of the Company, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in Company Disclosure Schedule 2.06 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which the Company and the Company Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on the Company. (e) A true and complete copy of each agreement pursuant to which the Company or any of the Company Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to Parent. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of the Company, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on the Company. (f) The Company and the Company Subsidiaries currently maintains maintain insurance it considers considered by the Company to be reasonable for its their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. CUB, except as disclosed in CUB Disclosure Schedule 5.10.3(a), Neither the Company nor any Company Subsidiary has not received notice from any insurance carrier during the past five years that (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health insurance) with respect to such policies of insurance will be substantially increased. Except as disclosed in CUB Disclosure Schedule 5.10.3(b) there There are presently no material claims pending under such policies of insurance and no notices have been given by CUB the Company or any Company Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three five (5) years CUB the Company has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. CUB Disclosure Schedule 5.10.3(c) identifies all material policies of insurance maintained by CUB as well as the other matters required to be disclosed under this Section.