Common use of Litigation and Compliance with Law Clause in Contracts

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies controversies, or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNB1st Financial, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist exists or are is ongoing, pending pending, or, to the best knowledge and belief Best Knowledge of management of FNB1st Financial or Mountain 1st, threatened, contemplated contemplated, or probable of assertion, against, relating to to, or otherwise affecting FNB1st Financial, its subsidiaries Mountain 1st or any of their respective properties, assets or employees which, if determined adverselyin the aggregate, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have cause a Material Adverse Effect on FNB and its subsidiaries Change in or on FNB’s ability to consummate the Mergeraffecting 1st Financial. (b) Except for such 1st Financial and Mountain 1st have all material licenses, permits, orders, authorizations authorizations, or approvals (“1st Financial Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local local, or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease lease, and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all All such 1st Financial Permits are in full force and effect and no effect. No violations are or have been recorded in respect of any such 1st Financial Permits. No proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNB1st Financial, threatened or probable of assertion to suspend, cancel, revoke revoke, or limit any 1st Financial Permit. (c) Neither FNB 1st Financial nor any of its subsidiaries Mountain 1st is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, or other similar agreement, order, directive, memorandum memorandum, or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCFRB) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there any other matter. There are no judgments, orders, stipulations, injunctions, decrees decrees, or awards against FNB 1st Financial or its subsidiaries Mountain 1st which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB 1st Financial or its subsidiaries; and neither FNB Mountain 1st. Neither 1st Financial nor any of its subsidiaries Mountain 1st has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening threatening, or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree decree, or award. (d) Neither FNB 1st Financial nor any of its subsidiaries Mountain 1st is in material violation of, or default in any material respect under, and each has 1st Financial and Mountain 1st have complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions injunctions, or decrees of any court or federal, state, municipal municipal, or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it 1st Financial, Mountain 1st or its their business operations, properties properties, or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Actconsumer protection laws, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to credit by Mountain 1st). To the best knowledge and belief Best Knowledge of management of FNB1st Financial, there is no basis for any claim by any person or authority for compensation, reimbursement reimbursement, or damages or otherwise other penalties for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. 9.1 Details of all current, pending or threatened (ain writing) There litigation, arbitration, mediation or administrative or civil or criminal proceedings connected with any Target Company, its officers or any Property or land or asset now or in the previous five (5) years owned, occupied or used by any Target Company and which, if successful, is likely to or might reasonably be expected to result in a cost to the Target Group in excess of £250,000 are provided in Folder 13 of the Data Room, and, so far as the Management Shareholders are aware, there are no actionscircumstances likely to give rise to any such litigation. 9.2 During the last five (5) years, suitsthe Target Group has conducted its business in all material respects in accordance with Applicable Law. 9.3 So far as the Management Shareholders are aware, arbitrationsduring the last five (5) years no Target Company is nor has been subject to any investigation, controversies enquiry, disciplinary, regulatory or other proceedings criminal proceeding (whether judicial, quasi-judicial or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in suchotherwise), including, without limitation, any such action including by any governmental or regulatory local authority, which currently exist or are ongoing, pending or, is material to the best knowledge operation of the Target Group’s business and, so far as the Management Shareholders are aware, prior to the last five (5) years no Target Company was subject to any such investigation, enquiry, disciplinary, regulatory or criminal proceeding and belief of management of FNBnone is pending or threatened. 9.4 During the last five (5) years, threatened, contemplated no Target Company is or probable of assertion, against, relating has been a party to or otherwise affecting FNBconcerned in any agreement, arrangement, understanding, concerted practice or for any conduct which constitutes a breach of Antitrust Laws in any jurisdiction in which a member of the Target Group is incorporated or conducts operations. 9.5 So far as the Management Shareholders are aware, during the last five (5) years no Target Company nor any agreement, arrangements, understanding, concerted practice or conduct to which it is or has been a party is or has been subject to any investigation, inquiry, proceedings, litigation, order, regulation or decision made by any court or governmental authority (including any national competition authority and the European Commission) or the subject of any arbitration or mediation proceedings in connection with any actual, alleged or suspected infringement of any Antitrust Laws in any jurisdiction in which a member of the Target Group is incorporated or conducts operations. 9.6 Save as Disclosed in the VDD Reports, no Target Company has during the last five (5) years received a written communication or request for information or other notice in relation to any aspect of its subsidiaries business from any court or governmental authority (including any national competition authority and the European Commission) or from any other person, body, agency or court under any Antitrust Laws in any jurisdiction in which the Target Group is incorporated or conducts operations and, so far as the Management Shareholders are aware, no such communication or request is currently expected. 9.7 Save as Disclosed in the VDD Reports, no Target Company has during the last five (5) years given, nor is considering giving, any commitment, undertaking, assurance or similar to any national competition authority or the European Commission or any other person, body, agency or court in connection with the application of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerany Antitrust Laws. 9.8 Save as Disclosed in the VDD Reports, no Target Company is or has during the last five (b5) Except for such licenses, permits, orders, authorizations years been subject to any actual or approvals (“Permits”) the absence of which would not have potential restriction in its conduct as a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits result of any federaldecision, statejudgment, local order or foreign governmental announcement or regulatory body similar issued or adopted by any person, body, agency or court or following any mediation or arbitration proceedings in connection with the application of any Antitrust Laws. 9.9 Before the entry by any Target Company into any acquisition or joint venture during the last six (6) years, the Target Group has sought legal advice as to whether a merger notification was necessary in any jurisdiction and acted on this legal advice to the extent required, and subsequently the Target Group has not received any written notification from any national competition authority or the European Commission or any other person, body, agency or court, in connection with the application of any Antitrust Laws, which alleges that are any previous acquisitions by or joint ventures entered into by any Target Company in any such case undertaken in the six (6) years prior to the date of this Deed may be in breach of any relevant Antitrust Laws. 9.10 Save as Disclosed in the VDD Reports, no Target Company has received any material to state aid, rebates or necessary for other benefits or has any outstanding material obligations under the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect terms of any such Permits. No proceeding is pending orstate aid including any such state aid previously granted, to the best knowledge and belief of management of FNB, threatened no Target Company has received any information or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe notice requiring that any regulatory such amounts granted in aid are due to be reduced or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or awardrepaid. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies controversies, or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist exists or are is ongoing, pending pending, or, to the best knowledge and belief Best Knowledge of management of FNBFNB or First National, threatened, contemplated contemplated, or probable of assertion, against, relating to to, or otherwise affecting FNB, its subsidiaries First National or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergeremployees. (b) Except for such FNB and First National have all licenses, permits, orders, authorizations authorizations, or approvals (“FNB Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local local, or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease lease, and operate its respective their properties. Except as would not have a Material Adverse Effect on All such FNB and its subsidiaries, all such Permits are in full force and effect and no effect. No violations are or have been recorded in respect of any such FNB Permits. No proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNB, threatened or probable of assertion to suspend, cancel, revoke revoke, or limit any FNB Permit. (c) Neither FNB nor any of its subsidiaries First National is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, or other similar agreement, order, directive, memorandum memorandum, or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCFRB) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there any other matter. There are no judgments, orders, stipulations, injunctions, decrees decrees, or awards against FNB or its subsidiaries First National which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB or its subsidiaries; and neither First National. Neither FNB nor any of its subsidiaries First National has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening threatening, or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree decree, or award. (d) Neither FNB nor any of its subsidiaries First National is in violation of, or default in any material respect under, and each has FNB and First National have complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions injunctions, or decrees of any court or federal, state, municipal municipal, or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it FNB, First National or its their business operations, properties properties, or assets (including including, without limitation limitation, all provisions of North South Carolina law relating to usury, the Consumer Credit Protection Actconsumer protection laws, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to credit by First National). To the best knowledge and belief Best Knowledge of management of FNBFNB and First National, there is no basis for any claim by any person or authority for compensation, reimbursement reimbursement, or damages or otherwise other penalties for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Knowledge of management of FNB1st Financial, any facts or circumstances which reasonably could be expected to result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Knowledge of management of FNB1st Financial, threatened, contemplated or probable of assertion, againstagainst any of the 1st Financial Companies or any person in his or her capacity as a director or officer of any of the 1st Financial Companies, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets properties or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries forassets, or subject FNB otherwise relating to or its subsidiary to, material monetary damages, fines affecting any of the 1st Financial Companies or penalties their respective businesses or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerassets. (b) Except for such Each of the 1st Financial Companies has all licenses, permits, orders, and authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB all Regulatory Authorities and its subsidiaries has all Permits of any other federal, state, local or foreign governmental or regulatory body agencies, that are required by law or regulation and that are material to or necessary for the conduct of its respective business as it currently is conducted, or for it to own, lease and operate its respective propertiesproperties as they currently are operated. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all All such Permits are in full force and effect and effect, no violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief Knowledge of management of FNB1st Financial, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit, except in cases in which the failure to obtain or maintain in force any such Permit, or the violation thereof, will not have a 1st Financial Material Effect. (c) Neither FNB nor any None of its subsidiaries the 1st Financial Companies is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, public disclosure and reporting, regulatory compliance or otherwise; any other matter ("Regulatory Directive"), and there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB any of the 1st Financial Companies which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice ("Orders"). To the Knowledge of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority 1st Financial, no Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree Regulatory Directive or awardOrder. (d) Neither FNB nor any None of its subsidiaries the 1st Financial Companies is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, and regulations, and all orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction Regulatory Authority. No person or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have has asserted a Material Adverse Effect on FNB and its subsidiariesclaim, and, to the best knowledge and belief Knowledge of management of FNB1st Financial, there is no reasonable basis for any claim by any person or authority authority, for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation violations or default in any material respect under any laws, statutes, ordinances, rules, or regulations, or any orders, writs, injunctions or decrees of any Regulatory Authority. (e) Other than as required by (and in conformity with) applicable law, since January 1, 2010, none of the foregoing1st Financial Companies has acted as a fiduciary for any person, or administered any account for which it acts as a fiduciary, including as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor.

Litigation and Compliance with Law. (a) There are no material actions, suits, arbitrations, controversies or other proceedings or investigations (orinvestigations, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBBancorp and M&F Bank, are threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Bancorp or M&F Bank or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergeremployees. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not Bancorp and M&F Bank have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective their business or to own, lease and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No , which violation would have a Material Adverse Effect on Bancorp and M&F Bank, taken as a whole; and no proceeding is pending or, to the best knowledge and belief of management of FNBBancorp and M&F Bank, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Bancorp nor any of its subsidiaries M&F Bank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, cease and desist order, or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Bancorp or its subsidiaries M&F Bank which limit, restrict, regulate, enjoin or prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB Bancorp or its subsidiariesM&F Bank; and, Bancorp and neither FNB nor any of its subsidiaries has M&F Bank have not been advised or has any and have no reason to believe that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is Bancorp and M&F Bank are not in violation or default in any material respect under, and each has have complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) except for any such violation, default credit by Bancorp or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to M&F Bank). To the best knowledge and belief of management of FNBBancorp and M&F Bank, there is no basis for any material claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBIntegrity, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBIntegrity, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBIntegrity, its subsidiaries any subsidiary or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Integrity or its subsidiaries any subsidiary for, or subject FNB Integrity or its any subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB Integrity and its subsidiaries or on FNBIntegrity’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB Integrity or its subsidiaries, each of FNB Integrity and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB Integrity and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBIntegrity, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Except as Previously Disclosed to FNB, neither Integrity nor any of its subsidiaries subsidiary is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Integrity or its subsidiaries which any subsidiary that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Integrity or its subsidiariesany subsidiary; and neither FNB Integrity nor any of its subsidiaries subsidiary has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB Integrity nor any of its subsidiaries subsidiary is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB Integrity and its subsidiaries, and, to the best knowledge and belief of management of FNBIntegrity, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBUnited, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBUnited, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBUnited, its subsidiaries any subsidiary or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB United or its subsidiaries any subsidiary for, or subject FNB United or its any subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB United and its subsidiaries or on FNBUnited’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB United or its subsidiaries, each of FNB United and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB United and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBUnited, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB United nor any of its subsidiaries subsidiary is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB United or its subsidiaries which any subsidiary that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB United or its subsidiariesany subsidiary; and neither FNB United nor any of its subsidiaries subsidiary has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB United nor any of its subsidiaries subsidiary is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB United and its subsidiaries, and, to the best knowledge and belief of management of FNBUnited, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries subsidiary or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries subsidiary for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries subsidiary or on FNB’s 's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiariessubsidiary, each of FNB and its subsidiaries subsidiary has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiariessubsidiary, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries subsidiary is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, limitation the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries subsidiary which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiariessubsidiary; and neither FNB nor any of its subsidiaries subsidiary has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries subsidiary is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiariessubsidiary, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies controversies, or other proceedings or investigations (or, to the best knowledge and belief of management of FNBCatawba and Bancshares, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist exists or are is ongoing, pending pending, or, to the best knowledge and belief of management of FNBCatawba and Bancshares, threatened, contemplated contemplated, or probable of assertion, against, relating to to, or otherwise affecting FNB, its subsidiaries Catawba or Bancshares or any of their respective properties, properties or assets or employees which, if determined adversely, could result in liability on the part of FNB Catawba or its subsidiaries Bancshares for, or subject FNB or its subsidiary it to, material monetary damages, fines fines, or penalties penalties, or an injunction, or and which could have a Material Adverse Effect on FNB and its subsidiaries Catawba's or Bancshare's financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties, or operations or on FNB’s the ability of Bancshares to consummate the Merger.Exchange; (bii) Except for such Catawba and Bancshares have all licenses, permits, orders, authorizations authorizations, or approvals (“"Catawba Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local local, or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease lease, and operate its respective properties. Except as , all such Catawba Permits are in full force and effect, except where the failure to be in force and effect would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and Catawba or Bancshares; no violations are or have been recorded in respect of any such Catawba Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBCatawba or Bancshares, threatened or probable of assertion to suspend, cancel, revoke revoke, or limit any Catawba Permit.; (ciii) Neither FNB nor any of its subsidiaries is Catawba and Bancshares are not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, or other similar agreement, order, directive, memorandum memorandum, or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there are no judgments, orders, stipulations, injunctions, decrees decrees, or awards against FNB Catawba or its subsidiaries Bancshares which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB Catawba or its subsidiariesBancshares; and neither FNB Catawba nor any of its subsidiaries Bancshares has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening threatening, or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree decree, or award.; and, (div) Neither FNB Catawba nor any of its subsidiaries Bancshares is in violation or default in any material respect under, and each has Catawba and Bancshares have complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions injunctions, or decrees of any court or federal, state, municipal municipal, or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties properties, or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by Catawba or Bancshares) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNBCatawba and Bancshares, there is no basis for any claim by any person or authority for compensation, reimbursement reimbursement, or damages or otherwise for any violation of any of the foregoingforegoing that would have any Material Adverse Effect on the financial condition of Catawba or Bancshares.

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBUnited Federal, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist exists or are is ongoing, pending or, to the best knowledge and belief of management of FNB, United Federal threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries United Federal or any of their respective properties, its properties or assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries United Federal for, or subject FNB or its subsidiary it to, material monetary damages, fines or penalties penalties, or an injunction, or and which could have a Material Adverse Effect on FNB and its subsidiaries United Federal or on FNB’s the ability of United Federal to consummate the Merger.; (bii) Except for such United Federal has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBUnited Federal, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.; (ciii) Neither FNB nor any of its subsidiaries United Federal is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, limitation the Federal Reserve Board, the FDIC OTS or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries United Federal which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB or its subsidiariesUnited Federal; and neither FNB nor any of its subsidiaries United Federal has not been advised or and has any no reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award.; and, (div) Neither FNB nor any of its subsidiaries United Federal is not in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by United Federal) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoingforegoing that would have a Material Adverse Effect on United Federal.

Litigation and Compliance with Law. (aI) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBthe Holding Company, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist exists or are is ongoing, pending or, to the best knowledge and belief of management of FNBthe Holding Company, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries the Holding Company or any of their respective properties, its properties or assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries the Holding Company for, or subject FNB or its subsidiary it to, material monetary damages, fines or penalties penalties, or an injunction, or and which could have a Material Adverse Effect on FNB and material adverse change in or affecting the Holding Company's consolidated financial condition or results of operations, or in its subsidiaries consolidated assets, loan portfolio, investments, properties or operations or on FNB’s the ability of the Holding Company to consummate the Merger.; (bII) Except for such The Holding Company and its subsidiaries each has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBthe Holding Company, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.; (cIII) Neither FNB the Holding Company nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitationlimitation the FDIC, the Federal Reserve Board, the FDIC FRB or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB the Holding Company or any of its subsidiaries which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB the Holding Company or any of its subsidiaries; and neither FNB the Holding Company nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award.; and, (dIV) Neither FNB the Holding Company nor any of its subsidiaries is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by the Holding Company's bank subsidiary) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoingforegoing that would have any material effect on the consolidated financial condition of the Holding Company.

Litigation and Compliance with Law. (a) a. There are no material actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBAnson or the Bank, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBAnson or the Bank, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Anson or the Bank or any of their respective properties, properties or assets or employees which, if determined adversely, could result in liability on the part of FNB Anson or its subsidiaries the Bank for, or subject FNB or its subsidiary it to, material monetary damages, fines or penalties or penalties, an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries Anson's or on FNB’s the Bank's financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations or which could impair the ability of Anson to consummate the Merger.; (b) Except for such x. Xxxxx and the Bank each has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No , the effect of which could have a material adverse effect on Anson and the Bank considered as one enterprise; and no proceeding is pending or, to the best knowledge and belief of management of FNBAnson and the Bank, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.; (c) c. Neither FNB Anson nor any of its subsidiaries the Bank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitationlimitation the FDIC, the Federal Reserve Board, the FDIC Administrator or the OCCFRB) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Anson or its subsidiaries the Bank which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Anson or its subsidiariesthe Bank; and and, neither FNB Anson nor any of its subsidiaries the Bank has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award.; (d) d. Neither FNB Anson nor any of its subsidiaries the Bank is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by the Bank) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNBAnson and the Bank, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Knowledge of management of FNB1st Financial, any facts or circumstances which reasonably could be expected to result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Knowledge of management of FNB1st Financial, threatened, contemplated or probable of assertion, againstagainst any of the 1st Financial Companies or any person in his or her capacity as a director or officer of any of the 1st Financial Companies, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets properties or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries forassets, or subject FNB otherwise relating to or its subsidiary to, material monetary damages, fines affecting any of the 1st Financial Companies or penalties their respective businesses or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerassets. (b) Except for such Each of the 1st Financial Companies has all licenses, permits, orders, and authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB all Regulatory Authorities and its subsidiaries has all Permits of any other federal, state, local or foreign governmental or regulatory body agencies, that are required by law or regulation and that are material to or necessary for the conduct of its respective business as it currently is conducted, or for it to own, lease and operate its respective propertiesproperties as they currently are operated. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all All such Permits are in full force and effect and effect, no violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief Knowledge of management of FNB1st Financial, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit, except in cases in which the failure to obtain or maintain in force any such Permit, or the violation thereof, will not have a 1st Financial Material Effect. (c) Neither FNB nor any None of its subsidiaries the 1st Financial Companies is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, public disclosure and reporting, regulatory compliance or otherwise; any other matter (“Regulatory Directive”), and there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB any of the 1st Financial Companies which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice (“Orders”). To the Knowledge of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority 1st Financial, no Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree Regulatory Directive or awardOrder. (d) Neither FNB nor any None of its subsidiaries the 1st Financial Companies is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, and regulations, and all orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction Regulatory Authority. No person or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have has asserted a Material Adverse Effect on FNB and its subsidiariesclaim, and, to the best knowledge and belief Knowledge of management of FNB1st Financial, there is no reasonable basis for any claim by any person or authority authority, for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation violations or default in any material respect under any laws, statutes, ordinances, rules, or regulations, or any orders, writs, injunctions or decrees of any Regulatory Authority. (e) Other than as required by (and in conformity with) applicable law, since January 1, 2010, none of the foregoing1st Financial Companies has acted as a fiduciary for any person, or administered any account for which it acts as a fiduciary, including as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBHome Savings, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBHome Savings, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBHome Savings, its subsidiaries the Subsidiary or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Home Savings or its subsidiaries the Subsidiary for, or subject FNB Home Savings or its subsidiary the Subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries the financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of Home Savings or the Subsidiary or on FNB’s Home Savings' ability to consummate the Merger. (b) Except for such Each of Home Savings and the Subsidiary has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its their respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBHome Savings, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Home Savings nor any of its subsidiaries is the Subsidiary are subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, the Federal Reserve Board, limitation the FDIC or the OCCAdministrator) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Home Savings or its subsidiaries the Subsidiary which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB Home Savings or its subsidiariesthe Subsidiary; and and, neither FNB Home Savings nor any of its subsidiaries the Subsidiary has been advised or and has any no reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB Home Savings nor any of its subsidiaries the Subsidiary is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNBHome Savings, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBCrescent Financial, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBCrescent Financial, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBCrescent Financial, its subsidiaries Crescent or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Crescent Financial or its subsidiaries Crescent for, or subject FNB Crescent Financial or its subsidiary Crescent to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB Crescent Financial and its subsidiaries Crescent or on FNB’s Crescent Financial's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB Crescent Financial or its subsidiariesCrescent, each of FNB Crescent Financial and its subsidiaries Crescent has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB Crescent Financial and its subsidiariesCrescent, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBCrescent Financial, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Crescent Financial nor any of its subsidiaries Crescent is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Crescent Financial or its subsidiaries Crescent which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB Crescent Financial or its subsidiariesCrescent; and neither FNB Crescent Financial nor any of its subsidiaries Crescent has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB Crescent Financial nor any of its subsidiaries Crescent is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB Crescent Financial and its subsidiariesCrescent, and, to the best knowledge and belief of management of FNBCrescent Financial, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, Twentieth Bancorp and the Bank any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, Twentieth Bancorp and the Bank threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Twentieth Bancorp or the Bank or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Twentieth Bancorp or its subsidiaries the Bank for, or subject FNB Twentieth Bancorp or its subsidiary the Bank to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries the financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of Twentieth Bancorp or the Bank or on FNB’s the ability of Twentieth Bancorp to consummate the Merger. (bii) Except for such Twentieth Bancorp and the Bank have all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBTwentieth Bancorp or the Bank, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (ciii) Neither FNB nor any With the exception of its subsidiaries that certain Memorandum of Understanding dated as of December 12, 1994, a copy of which has been provided to Horizon Bancorp, neither Twentieth Bancorp or the Bank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, limitation the Federal Reserve BoardFRB, the FDIC or the OCCWest Virginia Board) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Twentieth Bancorp or its subsidiaries the Bank which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Twentieth Bancorp or its subsidiariesthe Bank; and and, neither FNB Twentieth Bancorp nor any of its subsidiaries the Bank has been advised or nor has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.governmental

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies controversies, or other proceedings or investigations (or, to the best knowledge and belief of management of FNBFirst Xxxxxx, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist exists or are is ongoing, pending pending, or, to the best knowledge and belief of management of FNBFirst Xxxxxx, threatened, contemplated contemplated, or probable of assertion, against, relating to to, or otherwise affecting FNB, its subsidiaries First Xxxxxx or any of their respective properties, its properties or assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries First Xxxxxx for, or subject FNB or its subsidiary it to, material monetary damages, fines fines, or penalties penalties, or an injunction, or and which could have a Material Adverse Effect on FNB and its subsidiaries First Xxxxxx'x financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties, or operations or on FNB’s the ability of First Xxxxxx to consummate the Merger.Exchange; (bii) Except for such First Xxxxxx has all licenses, permits, orders, authorizations authorizations, or approvals (“"First Xxxxxx Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local local, or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease lease, and operate its respective properties. Except as , all such First Xxxxxx Permits are in full force and effect, except where the failure to be in force and effect would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and First Xxxxxx; no violations are or have been recorded in respect of any such First Xxxxxx Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBFirst Xxxxxx, threatened or probable of assertion to suspend, cancel, revoke revoke, or limit any First Xxxxxx Permit.; (ciii) Neither FNB nor any of its subsidiaries First Xxxxxx is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, or other similar agreement, order, directive, memorandum memorandum, or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there are no judgments, orders, stipulations, injunctions, decrees decrees, or awards against FNB or its subsidiaries First Xxxxxx which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB or its subsidiariesFirst Xxxxxx; and neither FNB nor any of its subsidiaries First Xxxxxx has not been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening threatening, or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree decree, or award.; and, (div) Neither FNB nor any of its subsidiaries First Xxxxxx is not in violation or default in any material respect under, and each First Xxxxxx has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions injunctions, or decrees of any court or federal, state, municipal municipal, or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties properties, or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by First Xxxxxx) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNBFirst Xxxxxx, there is no basis for any claim by any person or authority for compensation, reimbursement reimbursement, or damages or otherwise for any violation of any of the foregoingforegoing that would have any Material Adverse Effect on the financial condition of First Xxxxxx.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBYadkin, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBYadkin, are threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Yadkin or any of their respective its properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergeremployees. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries Yadkin has all Permits (as defined in Paragraph 2.15(b) hereof) of any all federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBYadkin, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries Yadkin is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority Regulatory Authority (including, including without limitation, limitation the Federal Reserve Board, the FDIC Commissioner or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Yadkin which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB or its subsidiariesYadkin; and neither FNB nor any of its subsidiaries and, Yadkin has not been advised or nor has any reason to believe that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any To the Best Knowledge of its subsidiaries management of Yadkin, Yadkin is not in violation or default in any material respect under, and each it has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to credit by Yadkin). To the best knowledge and belief Best Knowledge of management of FNBYadkin, there is no basis for any claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBPSB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBPSB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBPSB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries PSB for, or subject FNB or its subsidiary PSB to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries PSB or on FNBPSB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiariesPSB, each of FNB and its subsidiaries PSB has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiariesPSB, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBPSB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries PSB is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC Commissioner or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which PSB that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB or its subsidiariesPSB; and neither FNB nor any of its subsidiaries PSB has not been advised or and has any no reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries PSB is not in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, consumer protection and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiariesPSB, and, to the best knowledge and belief of management of FNBPSB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (aA) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBFirst Savings and FSB, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBFirst Savings and FSB, are threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries First Savings or FSB or any of their respective properties, assets or employees which, if determined adversely, could result in liability have a material adverse effect on the part financial condition, results of FNB operations, prospects, business, assets, loan portfolio, investments, properties or its subsidiaries for, operations of First Savings or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries FSB or on FNB’s the ability of First Savings to consummate the Merger. (bB) Except for such First Savings and FSB each has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBFirst Savings and FSB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (cC) Neither FNB First Savings nor any of its subsidiaries FSB is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority Regulatory Authority (including, including without limitation, limitation the Federal Reserve BoardFRB, the FDIC or the OCCAdministrator) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB First Savings or its subsidiaries FSB which limit, restrict, regulate, enjoin or prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB First Savings or its subsidiariesFSB; and and, neither FNB First Savings nor any of its subsidiaries FSB has been advised or has any reason to believe that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (dD) Neither FNB To the Best Knowledge of management of First Savings and FSB, neither First Savings nor any of its subsidiaries FSB is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to credit by FSB). To the best knowledge and belief Best Knowledge of management of FNBFirst Savings and FSB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBXxxxxxxx, any facts or circumstances which reasonably could be expected to result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBXxxxxxxx, threatened, contemplated or probable of assertion, againstagainst Xxxxxxxx or any of its respective properties or assets or, to the Best Knowledge of Xxxxxxxx, otherwise relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Xxxxxxxx or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerbusiness. (b) Except for such Xxxxxxxx has all licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and effect, no violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBXxxxxxxx, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit, except where the same would not have, either individually or cumulatively with other such violations or proceedings, a Xxxxxxxx Material Effect. (c) Neither FNB nor any With the exception of its subsidiaries the Memorandum of Understanding between Xxxxxxxx, the Commissioner and the FDIC dated March 16, 2005, Xxxxxxxx is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority Regulatory Authority (including, including without limitation, limitation the Federal Reserve Board, Commissioner and the FDIC or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Xxxxxxxx which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB or its subsidiariesXxxxxxxx; and neither FNB Xxxxxxxx has not been advised, nor any of its subsidiaries has been advised or has any reason to believe believe, that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any To the Best Knowledge of its subsidiaries Xxxxxxxx, Xxxxxxxx is not in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets Regulatory Authority (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) ), except for any such violation, default or noncompliance as does not or where its failure to comply would not have have, either individually or cumulatively with such other failures, a Xxxxxxxx Material Adverse Effect on FNB and its subsidiaries, and, to Effect. To the best knowledge and belief Best Knowledge of management of FNBXxxxxxxx, there is no basis for any claim by any person or authority for compensation, reimbursement reimbursement, damages, or damages other penalties or otherwise relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There are no material actions, suits, arbitrations, controversies or other proceedings or investigations (or, (to the best knowledge and belief Best Knowledge of the management of FNBSSB, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of the management of FNBSSB, are threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries SSB or any of their respective its properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergeremployees. (b) Except for such SSB has all licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No , which violation would have a material adverse effect on SSB; no proceeding is pending or, to the best knowledge and belief Best Knowledge of the management of FNBSSB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries SSB is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority Regulatory Authority (including, including without limitation, limitation the Federal Reserve Board, the FDIC Commissioner or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB SSB which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB or its subsidiariesSSB; and neither FNB nor any of its subsidiaries and, SSB has not been advised or and has any no reason to believe that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries SSB is not in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to credit by SSB). To the best knowledge and belief Best Knowledge of the management of FNBSSB, there is no basis for any material claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There Except as Previously Disclosed, there are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBMain Street and Piedmont, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBMain Street and Piedmont, are threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Main Street or Piedmont or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergeremployees. (b) Except for such Main Street and Piedmont have all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective their business or to own, lease and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBMain Street and Piedmont, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Main Street nor any of its subsidiaries Piedmont is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding understanding, cease and desist order, or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (includingRegulatory Authority, including without limitation, limitation the Federal Reserve BoardCommissioner, the FDIC or the OCC) Federal Reserve System (the "FRB"), relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Main Street or its subsidiaries Piedmont which limit, restrict, regulate, enjoin or prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB Main Street or its subsidiariesPiedmont; and, Main Street and neither FNB nor any of its subsidiaries has Piedmont have not been advised or has any and have no reason to believe that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any To the Best Knowledge of its subsidiaries is management of Main Street and Piedmont, Main Street and Piedmont are not in violation or default in any material respect under, and each has have complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) except for any such violation, default credit by Main Street or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to Piedmont). To the best knowledge and belief Best Knowledge of management of FNBMain Street and Piedmont, there is no basis for any claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBBeckley and BBI, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, Beckley and BBI threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBBeckley, its subsidiaries BBI or THC or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Beckley, BBI or its subsidiaries THC for, or subject FNB Beckley, BBI or its subsidiary THC to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries the financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of Xxxxxxx, BBI or THC or on FNB’s the ability of BBI to consummate the Merger or Xxxxxxx to consummate the Bank Merger. (bii) Except for such Xxxxxxx, BBI and THC have all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded or noted by an supervisory agency or body in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBXxxxxxx or BBI, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (ciii) Neither FNB Xxxxxxx, BBI nor any of its subsidiaries THC is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, the Federal Reserve Board, limitation the FDIC or the OCCOTS) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Xxxxxxx, BBI or its subsidiaries THC which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB Xxxxxxx, BBI or its subsidiariesTHC; and and, neither FNB Xxxxxxx, BBI nor any of its subsidiaries THC has been advised or nor has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (div) Neither FNB Xxxxxxx, BBI nor any of its subsidiaries THC is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by Xxxxxxx) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best of the knowledge and belief of management the directors of FNBXxxxxxx and BBI, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBBHS, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBBHS, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBBHS, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries BHS for, or subject FNB or its subsidiary BHS to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries BHS or on FNBBHS’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiariesBHS, each of FNB and its subsidiaries BHS has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiariesBHS, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBBHS, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries BHS is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC SCBFI or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which BHS that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB or its subsidiariesBHS; and neither FNB nor any of its subsidiaries BHS has not been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries BHS is not in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North South Carolina law relating to usury, the Consumer Credit Protection Act, consumer protection and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiariesBHS, and, to the best knowledge and belief of management of FNBBHS, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Knowledge of management of FNBCBI, any facts or circumstances which reasonably could be expected to result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Knowledge of management of FNBCBI, threatened, contemplated or probable of assertion, againstagainst any of the CBI Companies or any person in his or her capacity as a director or officer of any of the CBI Companies, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets properties or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries forassets, or subject FNB otherwise relating to or its subsidiary to, material monetary damages, fines affecting any of the CBI Companies or penalties their respective businesses or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerassets. (b) Except for such Each of the CBI Companies has all licenses, permits, orders, and authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB all Regulatory Authorities and its subsidiaries has all Permits of any other federal, state, local or foreign governmental or regulatory body agencies, that are required by law or regulation and that are material to or necessary for the conduct of its respective business or for it to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in occurred with respect of to any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief Knowledge of management of FNBCBI, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit except in cases in which the failure to obtain or maintain in force any such Permit, or the violation thereof, will not have a CBI Material Effect. (c) Neither FNB nor any None of its subsidiaries the CBI Companies is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, public disclosure and reporting, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB any of the CBI Companies which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice practice; and, to the Knowledge of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority CBI, no Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any None of its subsidiaries the CBI Companies is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federalRegulatory Authority. To the Knowledge of CBI, state, municipal or other governmental or regulatory authority having jurisdiction no person or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have has asserted a Material Adverse Effect on FNB and its subsidiariesclaim, and, to the best knowledge and belief Knowledge of management of FNBCBI, there is no reasonable basis for any claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation violations described in this subparagraph (d). (e) CBI has complied, and is in compliance in all material respects, with the listing requirements, including all corporate governance requirements, of any of the foregoingThe American Stock Exchange.

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBthe Holding Company, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist exists or are is ongoing, pending or, to the best knowledge and belief of management of FNBthe Holding Company, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries the Holding Company or any of their respective properties, its properties or assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries the Holding Company for, or subject FNB or its subsidiary it to, material monetary damages, fines or penalties penalties, or an injunction, or and which could have a Material Adverse Effect on FNB and its subsidiaries Change in the Holding or on FNB’s the ability of the Holding Company or Triangle to consummate the Merger.; (bii) Except for such The Holding Company and its subsidiaries each has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBthe Holding Company, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.; (ciii) Neither FNB the Holding Company nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitationlimitation the FDIC, the Federal Reserve Board, the FDIC FRB or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB the Holding Company or any of its subsidiaries which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB the Holding Company or any of its subsidiaries; and neither FNB the Holding Company nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award.; and, (div) Neither FNB the Holding Company nor any of its subsidiaries is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by the Holding Company's bank subsidiaries) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoingforegoing that would have a Material Adverse Effect on the Holding Company.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBRowan, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBRowan, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBRowan and Rowan Bank, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Rowan or its subsidiaries Rowan Bank for, or subject FNB Rowan or its subsidiary Rowan Bank to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB Rowan and its subsidiaries Rowan Bank or on FNB’s Rowan's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB Rowan or its subsidiariesRowan Bank, each of FNB Rowan and its subsidiaries Rowan Bank has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB Rowan and its subsidiariesRowan Bank, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBRowan, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Rowan nor any of its subsidiaries Rowan Bank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Rowan or its subsidiaries which Rowan Bank that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Rowan or its subsidiariesRowan Bank; and neither FNB Rowan nor any of its subsidiaries Rowan Bank has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB Rowan nor any of its subsidiaries Rowan Bank is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB Rowan and its subsidiariesRowan Bank, and, to the best knowledge and belief of management of FNBRowan, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBCentennial, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBCentennial, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBCentennial, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries Centennial for, or subject FNB or its subsidiary Centennial to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries Centennial or on FNB’s Centennial's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiariesCentennial, each of FNB and its subsidiaries Centennial has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiariesCentennial, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBCentennial, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries Centennial is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve BoardCommissioner, the FDIC or the OCCFDIC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which Centennial that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB or its subsidiariesCentennial; and neither FNB nor any of its subsidiaries Centennial has not been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries Centennial is not in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiariesCentennial, and, to the best knowledge and belief of management of FNBCentennial, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBMFC, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBMFC, threatened, contemplated or probable of assertion, against, relating to against MFC or otherwise affecting FNB, its subsidiaries MountainBank or any of their respective properties, assets or employees which, if determined adversely, could result in liability have an MFC Material Effect or a material adverse effect on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s MFC's ability to consummate the Merger. (b) Except for such MFC and MountainBank each has all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and effect, no violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBMFC, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit, except where the same would not have an MFC Material Effect. (c) Neither FNB MFC nor any of its subsidiaries MountainBank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority Regulatory Authority (including, including without limitation, limitation the Federal Reserve BoardNorth Carolina Commissioner of Banks, the FDIC or the OCCFRB) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB either MFC or its subsidiaries MountainBank which limit, restrict, regulate, enjoin or prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice of FNB MFC or its subsidiariesMountainBank; and neither FNB nor any of its subsidiaries MFC or MountainBank has been advised or advised, nor has any reason to believe believe, that any regulatory or other governmental authority Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB To the Best Knowledge of MFC, neither MFC nor any of its subsidiaries MountainBank is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets Regulatory Authority (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) credit by MountainBank), except for any such violation, default or noncompliance as does not or where their failure to comply would not have a an MFC Material Adverse Effect on FNB and its subsidiaries, and, to Effect. To the best knowledge and belief Best Knowledge of management of FNBMFC, there is no basis for any claim by any person or authority for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of any of the foregoingviolations described in this subparagraph (d).

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s 's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBUCB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBUCB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBUCB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB UCB or its subsidiaries for, or subject FNB UCB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB UCB and its subsidiaries or on FNB’s UCB's ability to consummate the Merger. (b) Except for such licensesPermits, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB UCB or its subsidiaries, each of FNB UCB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB UCB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBUCB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB UCB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCCCommissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB UCB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB UCB or its subsidiaries; and neither FNB UCB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB UCB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB UCB and its subsidiaries, and, to the best knowledge and belief of management of FNBUCB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) a. There are no material actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBAnson or the Bank, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBAnson or the Bank, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries Anson or the Bank or any of their respective properties, properties or assets or employees which, if determined adversely, could result in liability on the part of FNB Anson or its subsidiaries the Bank for, or subject FNB or its subsidiary it to, material monetary damages, fines or penalties or penalties, an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries Anson's or on FNB’s the Bank's financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations or which could impair the ability of Anson to consummate the Merger.; (b) Except for such b. Anson and the Bank each has all licenses, permits, orders, authorizations or authorizatxxxx xx approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded in respect of any such Permits. No , the effect of which could have a material adverse effect on Anson and the Bank considered as one enterprise; and no proceeding is pending or, to the best knowledge and belief of management of FNBAnson and the Bank, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.; (c) c. Neither FNB Anson nor any of its subsidiaries the Bank is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitationlimitation the FDIC, the Federal Reserve Board, the FDIC Administrator or the OCCFRB) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Anson or its subsidiaries the Bank which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Anson or its subsidiariesthe Bank; and and, neither FNB Anson nor any of its subsidiaries the Bank has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award.; (d) d. Neither FNB Anson nor any of its subsidiaries the Bank is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by the Bank) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNBAnson and the Bank, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (ai) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBBeckley and BBI, any facts or circumstances which reasonably could result in such), including, including without limitation, limitation any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, Beckley and BBI threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBBeckley, its subsidiaries BBI or THC or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Beckley, BBI or its subsidiaries THC for, or subject FNB Beckley, BBI or its subsidiary THC to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect material adverse effect on FNB and its subsidiaries the financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of Beckley, BBI or THC or on FNB’s the ability of BBI to consummate the Merger or Beckley to consummate the Bank Merger. (bii) Except for such Beckley, BBI and THC have all licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective their business or to own, lease and operate its respective their properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, ; all such Permits are in full force and effect and effect; no violations are or have been recorded or noted by an supervisory agency or body in respect of any such Permits. No ; and no proceeding is pending or, to the best knowledge and belief of management of FNBBeckley or BBI, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (ciii) Neither FNB Beckley, BBI nor any of its subsidiaries THC is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, including without limitation, the Federal Reserve Board, limitation the FDIC or the OCCOTS) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance compliance, or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Beckxxx, XXI or its subsidiaries THC which in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin, or prohibits prohibit any present or past business or practice of FNB Beckxxx, XXI or its subsidiariesTHC; and and, neither FNB Beckxxx, XXI nor any of its subsidiaries THC has been advised or nor has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (div) Neither FNB Beckxxx, XXI nor any of its subsidiaries THC is in violation or default in any material respect under, and each has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of creditcredit by Beckxxx) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, xxd to the best of the knowledge and belief of management the directors of FNBBeckxxx xxx BBI, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Knowledge of management of FNBCordia, any facts or circumstances which reasonably could be expected to result in such), including, without limitation, including any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Knowledge of management Cordia, threatened against any of FNBthe Cordia Companies or any Person in his or her capacity as a director, threatenedofficer or employee of any of the Cordia Companies, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets properties or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries forassets, or subject FNB otherwise relating to or its subsidiary to, material monetary damages, fines affecting any of the Cordia Companies or penalties their respective businesses or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerassets. (b) Except for such Each of the Cordia Companies has all licenses, permits, orders, and authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB all Regulatory Authorities and its subsidiaries has all Permits of any other federal, state, local or foreign governmental or regulatory body agencies, that are required by law or regulation and that are material to or necessary for the conduct of its respective business as it currently is conducted, or for it to own, lease and operate its respective propertiesproperties as they currently are operated. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all All such Permits are in full force and effect and effect, no material violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any PermitPermit is pending or, to the Knowledge of Cordia, threatened. (c) Neither FNB nor any None of its subsidiaries the Cordia Companies is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, public disclosure and reporting, regulatory compliance or otherwise; any other matter ("Regulatory Directive"), and there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB any of the Cordia Companies which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any present or past business or practice ("Orders"). To the Knowledge of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority Cordia, no Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree Regulatory Directive or awardOrder. (d) Neither FNB nor any None of its subsidiaries the Cordia Companies is in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default them and their businesses. No Person or noncompliance as does not or would not have authority has asserted a Material Adverse Effect on FNB and its subsidiariesclaim, and, to the best knowledge and belief Knowledge of management of FNBCordia, there is no reasonable basis for any claim by any person Person or authority authority, for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation of violations or default in any material respect under any laws, statutes, ordinances, rules or regulations. (e) Since January 1, 2012, none of the foregoingCordia Companies has acted as a fiduciary for any Person, or administered any account for which it acts as a fiduciary, including as a trustee, custodian, personal representative, guardian, conservator or investment adviser.

Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief Best Knowledge of management of FNBSFC, any facts or circumstances which reasonably could be expected to result in such), including, including without limitation, limitation any such action by any governmental or regulatory authorityRegulatory Authority, which currently exist or are ongoing, pending or, to the best knowledge and belief Best Knowledge of management of FNBSFC, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries (i) against any of the SFC Companies or any of their respective properties, assets businesses or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries forassets, or subject FNB (ii) to the Best Knowledge of SFC, otherwise relating to or its subsidiary to, material monetary damages, fines affecting any of the SFC Companies or penalties any of their respective businesses or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Mergerassets. (b) Except for such Each of the SFC Companies has all licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body agencies that are material to or necessary required for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and effect, no violations are or have been recorded in occurred with respect of to any such Permits. No , and no proceeding is pending or, to the best knowledge and belief Best Knowledge of management of FNBSFC, threatened or probable of assertion assertion, to suspend, cancel, revoke or limit any Permit, except where the failure to obtain or maintain any such Permits, or the occurrence of any such violations, suspensions, cancellations, revocations or limitations, individually or in the aggregate, could reasonably be expected to result in an SFC Material Adverse Effect. (ci) Neither FNB nor any None of its subsidiaries is the SFC Companies are subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) Regulatory Authority relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwiseany other matter; (ii) there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB any of the SFC Companies which limit, restrict, regulate, enjoin or its subsidiaries which prohibit in any manner limits, restricts, regulates, enjoins or prohibits material respect any of their present or past business businesses or practice of FNB or its subsidiariespractices; and neither FNB nor (iii) none of the SFC Companies have been notified by any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority Regulatory Authority or any court that it is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any To the Best Knowledge of its subsidiaries is SFC, none of the SFC Companies are in violation or default in any material respect under, and each of them has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets Regulatory Authority (including without limitation all provisions of North South Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of credit) except for any such violation, default credit by SNB and FFI). No person or noncompliance as does not or would not have authority has asserted a Material Adverse Effect on FNB and its subsidiariesclaim, and, to the best knowledge and belief Best Knowledge of management of FNBSFC, there is no reasonable basis for any claim by any person or authority authority, for compensation, reimbursement or reimbursement, damages or otherwise other penalties or relief for any violation violations described in this subparagraph (d). (e) To the Best Knowledge of any SFC, it has complied and is in compliance in all material respects with the requirements, including all corporate governance requirements, of The Nasdaq SmallCap Market for the continued listing of the foregoingSFC Stock.

Litigation and Compliance with Law. (a) There Except as Previously Disclosed, there are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNBCommunity, any facts or circumstances which could reasonably could be expected to result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNBCommunity, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNBCommunity and its subsidiaries, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB Community or its subsidiaries for, or subject FNB Community or its subsidiary subsidiaries to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB Community and its subsidiaries or on FNB’s Community's ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“"Permits”") the absence of which would not have a Material Adverse Effect on FNB Community or its subsidiaries, each of FNB Community and its subsidiaries Northwestern has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB Community and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNBCommunity, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB Community nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC FDIC, or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB Community or its subsidiaries which that in any manner limitslimit, restrictsrestrict, regulatesregulate, enjoins enjoin or prohibits prohibit any present or past business or practice of FNB Community or its subsidiaries; and neither FNB Community nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB To the best knowledge and belief of management of Community, neither Community nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including including, without limitation limitation, all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB Community and its subsidiaries, and, to the best knowledge and belief of management of FNBCommunity, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.