Common use of Loans, Accounts, Notes and Other Receivables Clause in Contracts

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables reflected as assets on CNB's and Community's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community regarding all outstanding Loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan which CNB's or Community's Loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's records of such Loan. (c) To the Best Knowledge of CNB, each Loan reflected as an asset on CNB's or Community's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty. (d) CNB has Previously Disclosed to MFC a written listing of (i) each Loan or other asset of CNB or Community which, as of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise has designated as a special asset, a "potential problem Loan," or for special handling, or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Mutual’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsbusiness, (ii) in all material respects were made in accordance with their respective Mutual’s standard practices and procedures, and (iii) are owned by them, respectively, Mutual free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community Mutual regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan Mutual’s loan documentation indicates is secured by any real or personal property or property rights ("as used in this Article II, “Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Mutual’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's Mutual’s books, and each guaranty thereforthereof, is the legal, valid and binding obligation of the applicable obligor or guarantor thereonthereof, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Mutual has Previously Disclosed to MFC Bancorp (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Mutual which, as of June 1March 31, 20022007, was classified by the OCC Commissioner, the FDIC or CNB or Community by Mutual as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community Mutual otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community credit of Mutual which, as of June 1March 31, 20022007, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such loan or extension of credit. (e) To the knowledge of management, each of the loans and other extensions of credit of Mutual (with the exception of those loans and extensions of credit specified in the written listings described in Section 2.17(d) above) is collectible in the ordinary course of business in an amount which is not less than the amount at which it is carried on its books and records. (f) Mutual’s reserve for possible loan and lease losses (as used in this Article II, the “Loan Loss Reserve”) has been established in accordance conformity with its termsGAAP, sound banking practices and all applicable requirements, rules and policies of the Commissioner and the FDIC and, in the best judgment of the management of Mutual, is reasonable in view of the size and character of Mutual’s loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in Mutual’s loan portfolio and other real estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All LoansBancorp has no loans, accounts, notes and other receivables reflected as assets on CNB's its books and Community's records. All loans, accounts, notes and other receivables reflected as assets on M&F Bank’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, ; (ii) in all material respects were made in accordance with their respective M&F Bank’s standard practices and procedures, ; and (iii) are owned by them, respectively, M&F Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community M&F Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan M&F Bank’s loan documentation indicates is secured by any real or personal property or property rights ("as used in this Article III, “Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's M&F Bank’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's M&F Bank’s books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB has Bancorp and M&F Bank have Previously Disclosed to MFC Mutual (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community M&F Bank which, as of June 1March 31, 20022007, was classified by the OCC Commissioner or CNB the FDIC or Community by M&F Bank as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community M&F Bank otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, ; and (ii) a written listing of each Loan loan or extension of CNB or Community credit of M&F Bank which, as of June 1March 31, 20022007, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such loan or extension of credit. (e) To the knowledge of management of Bancorp and M&F Bank, each of the loans and other extensions of credit of M&F Bank (with the exception of those loans and extensions of credit specified in the written listings described in Section 3.17(d) above) is collectible in the ordinary course of business in an amount which is not less than the amount at which it is carried on M&F Bank’s books and records. (f) M&F Bank’s reserve for possible loan losses (as used in this Article III, the “Loan Loss Reserve”) has been established in accordance conformity with its termsGAAP, sound banking practices and all applicable requirements, rules and policies of the Commissioner and the FDIC and, in the best judgment of management of M&F Bank, is reasonable in view of the size and character of M&F Bank’s loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in M&F Bank’s loan portfolios and other real estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of United and its subsidiaries (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of United and its subsidiaries, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of United and its subsidiaries, and (iii) are owned by them, respectively, United or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB United and Community its subsidiaries regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Neither United nor any subsidiary has engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of United, each Loan loan reflected as an asset on CNB's or Community's books, the books of United and its subsidiaries and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB United has Previously Disclosed to MFC FNB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB United or Community any subsidiary which, as of June 1December 31, 20022004, was is classified by the FDIC, the OCC or CNB or Community the Commissioner as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1December 31, 20022004, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete in all material respects as of the date indicated. (e) As of December 31, 2004, United’s, or any subsidiary’s, reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the Commissioner and, in the best judgment of management of United, (i) is reasonable in view of the size and character of its termsloan portfolio, current economic conditions and other relevant factors, and (ii) is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. At December 31, 2004, United’s Loan Loss Reserve was $1,545,808 and at March 31, 2005, United’s Loan Loss Reserve was $1,646,615.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Integrity and its subsidiaries (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Integrity and its subsidiaries, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of Integrity and its subsidiaries, and (iii) are owned by them, respectively, Integrity or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB Integrity and Community its subsidiaries regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Neither Integrity nor any subsidiary has engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of Integrity, each Loan loan reflected as an asset on CNB's or Community's books, the books of Integrity and its subsidiaries and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Integrity has Previously Disclosed to MFC FNB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB Integrity or Community any subsidiary which, as of June 1December 31, 20022004, was is classified by the OCC FDIC or CNB or Community the Commissioner as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1December 31, 20022004, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete in all material respects as of the date indicated. (e) As of December 31, 2004, Integrity’s, or any subsidiary’s, reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the Commissioner and, in the best judgment of management of Integrity, (i) is reasonable in view of the size and character of its termsloan portfolio, current economic conditions and other relevant factors, and (ii) is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. At December 31, 2004, Integrity’s Loan Loss Reserve was $10,416,195 and at June 30, 2005, Integrity’s Loan Loss Reserve was $8,099,563.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's ACB’s or American’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective ACB’s or American’s operations, ; (ii) in all material respects were made in accordance with their respective standard practices ACB’s or American’s customary loan policies and procedures, ; and (iii) are owned by them, respectively, ACB or American free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entityentity (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business). (b) All records of CNB ACB and Community American regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, . With respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan American’s loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") , such loan is secured by valid, perfected perfected, and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's American’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's ACB’s or Community's American’s books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) CNB has Previously Disclosed to MFC a written listing To the Best Knowledge of management of ACB, each of ACB’s or American’s loans and other extensions of credit (i) each Loan or other asset with the exception of CNB or Community which, as those loans and extensions of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or credit which CNB or Community otherwise American has designated as a special asset, a "potential problem Loan," assets or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset assets or any obligor obligors or Loan Collateral therefor) is collectible in the ordinary course of ACB’s or American’s business in an amount which is not less than the amount at which it is carried on ACB’s or American’s books and records. (e) American’s reserve for loan losses (the “Loan Loss Reserve”) has been established in conformity with GAAP, (ii) each Loan sound banking practices and all applicable requirements, rules and policies of CNB or Community whichthe Commissioner and the FRB and, as in the best judgment of June 1management of American, 2002is reasonable in view of the size and character of American’s loan portfolio, was past due more than 30 days as to the payment of principal and/or interestcurrent economic conditions and other relevant factors, and (iii) each Loan as is adequate to which any obligor thereon (including provide for losses relating to or the borrower or any guarantor) was risk of loss inherent in default (American’s loan portfolios and other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its termsreal estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and CommunityYadkin's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, ; (ii) in all material respects were made in accordance with their respective Yadkin's standard practices and procedures, ; and (iii) are owned by them, respectively, Yadkin free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community Yadkin regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, and each Loan loan which CNBYadkin's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and CommunityYadkin's records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or CommunityYadkin's books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB has Previously Disclosed to MFC a written listing To the Best Knowledge of management of Yadkin, each of the loans and other extensions of credit of Yadkin (i) each Loan or other asset with the exception of CNB or Community which, as those loans and extensions of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or credit which CNB or Community otherwise Yadkin has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor) is collectible in the ordinary course of business in an amount which is not less than the amount at which it is carried on Yadkin's books and records. (e) Yadkin's reserve for possible loan losses (the "Loan Loss Reserve") has been established in conformity with GAAP, (ii) each Loan sound banking practices and all applicable requirements, rules and policies of CNB or Community whichthe Commissioner and the FDIC and, as in the best judgment of June 1management of Yadkin, 2002is reasonable in view of the size and character of Yadkin's loan portfolio, was past due more than 30 days as to the payment of principal and/or interestcurrent economic conditions and other relevant factors, and (iii) each Loan as is adequate to which any obligor thereon (including provide for losses relating to or the borrower or any guarantor) was risk of loss inherent in default (Yadkin's loan portfolios and other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its termsreal estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNBMain Street's and CommunityPiedmont's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, ; (ii) in all material respects were made in accordance with their respective Main Street's or Piedmont's standard practices and procedures, ; and (iii) are owned by them, respectively, Main Street or Piedmont free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community Main Street or Piedmont regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNBPiedmont's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and CommunityPiedmont's records of such Loanloan. (c) To the Best Knowledge of CNBmanagement of Main Street and Piedmont, each Loan loan reflected as an asset on CNBMain Street's or CommunityPiedmont's books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB has Main Street and Piedmont have Previously Disclosed to MFC Yadkin (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB Main Street or Community Piedmont which, as of June 1December 31, 20022001, was classified by the OCC Commissioner or CNB the FDIC or Community by Main Street or Piedmont as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB Main Street or Community Piedmont otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, therefore; and (ii) a written listing of each Loan loan or extension of CNB credit of Main Street or Community Piedmont which, as of June 1December 31, 20022001, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNBFinancial Corporation's and or Southern Community's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective Financial Corporation's or Southern Community's operations, ; (ii) in all material respects were made in accordance with their respective standard practices Financial Corporation's or Southern Community's customary loan policies and procedures, ; and (iii) are owned by them, respectively, Financial Corporation or Southern Community free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entityentity (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business). (b) All records of CNB Financial Corporation and Southern Community regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, . With respect to the Best Knowledge of CNB, each Loan loan which CNB's or Southern Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected perfected, and enforceable liens on all such Loan Collateral having the priority described in CNB's and Southern Community's records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNBFinancial Corporation's or Southern Community's books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB has Previously Disclosed to MFC a written listing To the Best Knowledge of management of Financial Corporation, each of Financial Corporation's or Southern Community's loans and other extensions of credit (i) each Loan or other asset with the exception of CNB or those loans and extensions of credit which Southern Community which, as of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise has designated as a special asset, a "potential problem Loan," assets or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset assets or any obligor obligors or Loan Collateral therefor, (ii) each Loan is collectible in the ordinary course of CNB Financial Corporation's or Community which, as of June 1, 2002, was past due more Southern Community's business in an amount which is not less than 30 days as to the payment of principal and/or interest, amount at which it is carried on Financial Corporation's or Southern Community's books and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its termsrecords.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Community and Northwestern (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Community and Northwestern, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of Community and Northwestern, and (iii) are owned by them, respectively, Community or Northwestern free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All To the best knowledge and belief of management of Community, all of the records of CNB Community and Community Northwestern regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("Loan Collateral") is ), to the best knowledge and belief of management of Community, such loans are in all material respects secured by valid, perfected and enforceable liens (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally) on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Neither Community nor Northwestern has engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of Community, each Loan loan reflected as an asset on CNB's or Community's books, the books of Community and Northwestern and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Community has Previously Disclosed previously delivered to MFC UCB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB Community or Community Northwestern which, as of June 130, 2002, was is classified by the FDIC or the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 130, 2002, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete in accordance with its termsall material respects as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Rowan and Rowan Bank (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Rowan and Rowan Bank, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of Rowan and Rowan Bank, and (iii) are iii)are owned by them, respectively, Rowan or Rowan Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB Rowan and Community Rowan Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("Loan Collateral") is ), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Neither Rowan nor Rowan Bank has engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of Rowan, each Loan loan reflected as an asset on CNB's or Community's books, the books of Rowan and Rowan Bank and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Rowan has Previously Disclosed previously delivered to MFC FNB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB Rowan or Community Rowan Bank which, as of June 1December 31, 20022001, was is classified by the OCC FDIC or CNB or Community the Commissioner as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1December 31, 20022001, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete in accordance with its termsall material respects as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of NCBC Bank (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of NCBC Bank, (ii) were made, in all material respects were made respects, in accordance with their respective the standard practices loan policies and proceduresprocedures of NCBC Bank, and (iii) are owned by them, respectively, NCBC Bank free and clear in all material respects of all any liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community NCBC Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("Loan Collateral") is , such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. NCBC Bank has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge of CNBNCBC Bank, each Loan loan reflected as an asset on CNB's or Community's books, the books of NCBC Bank and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB As of June 30, 2013, December 31, 2012 and December 31, 2011, NCBC Bank’s reserve for possible loan losses (the “NCBC Bank Loan Loss Reserve”) has been established in conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the Commissioner and, in the best judgment of management of NCBC Bank, is appropriate in view of the size and character of its loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. (e) Except as Previously Disclosed to MFC a written listing of (i) each Loan or other asset of CNB or Community whichSelect Bank, as of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise has designated as a special asset, a "potential problem Loan," or for special handling, or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002, was past due more than 30 days as to the payment Knowledge of principal and/or interestNCBC Bank, each of the loans carried on NCBC Bank’s books and (iii) each Loan as to records is collectible in the ordinary course of NCBC Bank’s business in an amount which any obligor thereon (including is not less than the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay amount at which it is carried on such Loan in accordance with its termsbooks and records.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and CommunityYadkin's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective Yadkin's operations, ; (ii) in all material respects were made in accordance with their respective Yadkin's standard practices and procedures, ; and (iii) are owned by them, respectively, Yadkin free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community Yadkin regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNBYadkin's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights Loan Collateral ("Loan Collateral"as defined in Paragraph 2.17(b) hereof) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and CommunityYadkin's records of such Loanloan. (c) To the Best Knowledge of CNBmanagement of Yadkin, each Loan loan reflected as an asset on CNB's or CommunityYadkin's books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB Yadkin has Previously Disclosed to MFC Main Street (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Yadkin which, as of June 1December 31, 20022001, was classified by the OCC Commissioner or CNB the FDIC or Community by Yadkin as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community Yadkin otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, ; and (ii) a written listing of each Loan loan or extension of CNB or Community credit of Yadkin which, as of June 1December 31, 20022001, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's SSB’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective SSB’s standard practices and procedures, and (iii) are owned by them, respectively, SSB free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community SSB regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan SSB’s loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's SSB’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's SSB’s books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB SSB has Previously Disclosed to MFC BNC (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community SSB which, as of June 1September 30, 20022005, was classified by the OCC Commissioner, the FDIC or CNB or Community by SSB as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community SSB otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community credit of SSB which, as of June 1September 30, 20022005, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such loan or extension of credit. (e) To the Best Knowledge of the management of SSB, each of the loans and other extensions of credit of SSB (with the exception of those loans and extensions of credit specified in the written listings described in Paragraph 2.17(d) above) is collectible in the ordinary course of business in an amount which is not less than the amount at which it is carried on its books and records. (f) SSB’s reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with its termsUS GAAP, sound banking practices and all applicable requirements, rules and policies of the Commissioner and the FDIC and, in the best judgment of the management of SSB, is reasonable in view of the size and character of SSB’s loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in SSB’s loan portfolio and other real estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All LoansHC Financial has no loans, accounts, notes and other receivables reflected as assets on CNB's its books and Communityrecords. All loans, accounts, notes and other receivables reflected as assets on High Country's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, ; (ii) in all material respects were made in accordance with their respective High Country's standard practices and procedures, ; and (iii) are owned by them, respectively, High Country free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community High Country regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan loan which CNBHigh Country's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and CommunityHigh Country's records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or CommunityHigh Country's books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB has HC Financial and High Country have Previously Disclosed to MFC Yadkin (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community High Country which, as of June 130, 20022003, was classified by the OCC Commissioner or CNB the FDIC or Community by High Country as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community High Country otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, ; and (ii) a written listing of each Loan loan or extension of CNB or Community credit of High Country which, as of June 130, 20022003, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit.

Loans, Accounts, Notes and Other Receivables. (ai) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Xxxxxxx'x books and records (iA) have resulted from bona fide business transactions in the ordinary course of their respective Xxxxxxx'x operations, (iiB) generally were made in all material respects were made in accordance with their respective Xxxxxxx'x standard practices loan policies and procedures, and (iiiC) are owned by them, respectively, Xxxxxxx free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (bii) All records of CNB and Community Xxxxxxx regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan Xxxxxxx'x loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Xxxxxxx'x records of such Loanloan. (ciii) To the Best Knowledge best knowledge of CNBXxxxxxx and BBI, each Loan loan reflected as an asset on CNB's or Community's Xxxxxxx'x books, and each guaranty therefortherefore, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (div) CNB Xxxxxxx previously has Previously Disclosed furnished to MFC NewCo (A) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Xxxxxxx which, as of June 1March 31, 20021997, was is classified by the OCC OTS, or CNB or Community by Xxxxxxx as "Loss," "Doubtful," "Substandard," or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise Xxxxxxx has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iiB) a written listing of each Loan loan or extension of CNB or Community credit of Xxxxxxx which, as of June 1March 31, 20021997, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit in a timely manner. Each such listing is accurate and complete as of the date indicated. (v) Xxxxxxx'x reserve for possible losses (the "Loan Loss Reserve") has been established in accordance conformity with its termsGAAP, sound banking practices and all applicable requirements of the FDIC and rules and policies of the OTS and, in the best judgment of management of Xxxxxxx and BBI, is reasonable in view of the size and character of Xxxxxxx'x loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in Xxxxxxx'x loan portfolio and other real estate owned. At March 31, 1997, Xxxxxxx'x Loan Loss Reserve was Three Hundred and Five Thousand Dollars ($305,000.00). Since that date, such reserve has not been adjusted below the greater of $305,000.00 or 1.47% of outstanding loans.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's PCB’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective PCB’s operations, ; (ii) in all material respects were made in accordance with their respective standard practices PCB’s customary loan policies and procedures, ; and (iii) except as disclosed on Schedule 3.10, are owned by them, respectively, PCB free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the Liens and ownership or collection rights of any other person or entityPerson (other than Federal Home Loan Bank borrowings entered into in the ordinary course of business). (b) All records of CNB and Community PCB regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan PCB’s loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral") ”), such loan is secured by valid, perfected perfected, and enforceable liens Liens on all such Loan Collateral having the priority described in CNB's and Community's PCB’s records of such Loanloan. (c) To the Best Knowledge of CNBPCB’s Knowledge, each Loan loan reflected as an asset on CNB's or Community's PCB’s books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, subject to the Bankruptcy Exception, and no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB PCB has Previously Disclosed previously disclosed to MFC FNB a written listing of (i) each Loan loan, extension of credit, or other asset of CNB or Community PCB which, as of June 1March 31, 20022009, was classified by the OCC PCB as “loss”, “doubtful”, “substandard”, or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" “special mention” (or otherwise by words of similar import), or which CNB or Community otherwise PCB has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) each Loan loan or extension of CNB or Community credit of PCB which, as of June 1March 31, 20022009, was past due thirty (30) days or more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, or otherwise has indicated any an inability or intention not to repay such Loan loan or extension of credit. (e) PCB has no reason to believe that any of PCB’s loans and other extensions of credit (with the exception of those loans and extensions of credit specified in accordance with its termsthe written listings described in Subparagraph (d) above) are not collectible in the ordinary course of PCB’s business in an amount which is not less than the amount at which it is carried on PCB’s books and records.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Xxxxxxxx’x books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective its operations, (ii) in all material respects were made in accordance with their respective Xxxxxxxx’x standard practices and procedures, and (iii) are owned by them, respectively, Xxxxxxxx free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or or, to the Best Knowledge of Xxxxxxxx, to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community Xxxxxxxx regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, and each Loan loan which CNB's or Community's Loan Xxxxxxxx loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Xxxxxxxx records of such Loanloan (except for immaterial defects in perfection or priority that, individually or in the aggregate, will not have a Xxxxxxxx Material Effect). (c) To the Best Knowledge of CNBXxxxxxxx, each Loan loan reflected as an asset on CNB's or Community's Xxxxxxxx’x books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to the application of general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws), and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Xxxxxxxx has Previously Disclosed to MFC BOCC a written listing of (i) each Loan loan or other asset of CNB or Community Xxxxxxxx which, as of June 1March 31, 20022007, was classified by the OCC or CNB or Community any Regulatory Authority as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community Xxxxxxxx otherwise has designated as a special asset, a "potential problem Loan," or for special handling, or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan loan of CNB or Community Xxxxxxxx which, as of June 1March 31, 20022007, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was was, to the Best Knowledge of Xxxxxxxx, the subject of a proceeding in bankruptcy, or on which any such obligor has expressly indicated any inability or intention not to repay such Loan loan in accordance with its terms, and that do not appear in the loans Previously Disclosed pursuant to (i) or (ii) above. (e) To the Best Knowledge of Xxxxxxxx, each of the loans of Xxxxxxxx (with the exception of those loans Previously Disclosed to BOC as described in Paragraph 2.17(d) above) is collectible in the ordinary course of Xxxxxxxx’x business in an amount which is not less than the amount at which it is carried on Xxxxxxxx’x books and records. (f) Xxxxxxxx’x reserve for possible loan losses (the “Loan Loss Reserve”) has been established in conformity with GAAP, sound banking practices and, to the Best Knowledge of Xxxxxxxx, all applicable requirements, rules and policies of the Commissioner and the FDIC and, in the best judgment of management and the Board of Directors of Xxxxxxxx, is reasonable in view of the size and character of Xxxxxxxx’x loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in Xxxxxxxx’x loan portfolio and other real estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Target Bank (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Target Bank, (ii) were made, in all material respects were made respects, in accordance with their respective the standard practices loan policies and proceduresprocedures of Target Bank, and (iii) are owned by them, respectively, Target Bank free and clear in all material respects of all any liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community Target Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Target Bank has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge of CNBTarget Bank, each Loan loan reflected as an asset on CNB's or Community's books, the books of Target Bank and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Target Bank has Previously Disclosed to MFC Select Bank (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Target Bank which, as of June 1March 31, 20022017, was classified by (on the OCC books and records of Target Bank or CNB otherwise) as “Loss”, “Doubtful”, “Substandard” or Community as "Loss," "Doubtful," "Substandard" or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility collectability or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1March 31, 20022017, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete in accordance with its termsall material respects as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Centennial (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Centennial, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of Centennial, and (iii) are owned by them, respectively, Centennial free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community Centennial regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("Loan Collateral") is ), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Centennial has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of Centennial, each Loan loan reflected as an asset on CNB's or Community's books, the books of Centennial and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Centennial has Previously Disclosed previously delivered to MFC Crescent Financial (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Centennial which, as of June 1December 31, 2002, was is classified by the OCC FDIC or CNB or Community the Commissioner as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1December 31, 2002, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete in accordance with its termsall material respects as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of Select Bank (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of Select Bank, (ii) were made, in all material respects were made respects, in accordance with their respective the standard practices loan policies and proceduresprocedures of Select Bank, and (iii) are owned by them, respectively, Select Bank free and clear in all material respects of all any liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community Select Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. Select Bank has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge of CNBSelect Bank, each Loan loan reflected as an asset on CNB's or Community's books, the books of Select Bank and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Select Bank has Previously Disclosed previously delivered to MFC NCBC Bank (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Select Bank which, as of June 130, 20022013, was classified by (on the OCC books and records of Select Bank or CNB otherwise) as “Loss”, “Doubtful”, “Substandard” or Community as "Loss," "Doubtful," "Substandard" or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility collectability or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 130, 20022013, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete in accordance with its termsall material respects as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (ai) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's books Beckxxx'x xxxks and records (iA) have resulted from bona fide business transactions in the ordinary course of their respective operationsBeckxxx'x xxxrations, (iiB) generally were made in all material respects were made in accordance with their respective standard practices Beckxxx'x xxxndard loan policies and procedures, and (iiiC) are owned by them, respectively, free Beckxxx xxxe and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (bii) All records of CNB and Community regarding Beckxxx xxxarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan Beckxxx'x xxxn documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Beckxxx'x records of such Loanloan. (ciii) To the Best Knowledge best knowledge of CNBBeckxxx xxx BBI, each Loan loan reflected as an asset on CNB's or Community's booksBeckxxx'x xxxks, and each guaranty therefortherefore, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (div) CNB Beckxxx xxxviously has Previously Disclosed furnished to MFC NewCo (A) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Beckxxx which, as of June 1March 31, 20021997, was is classified by the OCC OTS, or CNB or Community by Beckxxx as "Loss," "Doubtful," "Substandard," or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise has Beckxxx xxx designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iiB) a written listing of each Loan loan or extension of CNB or Community whichcredit of Beckxxx xxxch, as of June 1March 31, 20021997, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit in a timely manner. Each such listing is accurate and complete as of the date indicated. (v) Beckxxx'x xxxerve for possible losses (the "Loan Loss Reserve") has been established in accordance conformity with its termsGAAP, sound banking practices and all applicable requirements of the FDIC and rules and policies of the OTS and, in the best judgment of management of Beckxxx and BBI, is reasonable in view of the size and character of Beckxxx'x loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in Beckxxx'x xxxn portfolio and other real estate owned. At March 31, 1997, Beckxxx'x Xxxn Loss Reserve was Three Hundred and Five Thousand Dollars ($305,000.00). Since that date, such reserve has not been adjusted below the greater of $305,000.00 or 1.47% of outstanding loans.

Loans, Accounts, Notes and Other Receivables. (ai) All Loansloans, accounts, notes and other receivables reflected as assets on CNBCatawba's and Community's or Bancshares' books and records (ia) have resulted from bona fide business transactions in the ordinary course of their respective Catawba's or Bancshares' operations, (iib) in all material respects were made in accordance with their respective standard practices Catawba's or Bancshares' customary loan policies and procedures, and (iiic) are owned by them, respectively, Catawba or Bancshares free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entity. (bii) All records of CNB Catawba and Community Bancshares regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNBCatawba's or Community's Loan Bancshares' loan documentation indicates is secured by any real or personal property or property rights ("Catawba Loan Collateral") ), such loan is secured by valid, perfected perfected, and enforceable liens on all such Catawba Loan Collateral having the priority described in CNBCatawba's and Community's or Bancshares' records of such Loanloan. (ciii) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNBCatawba's or Community's and Bancshares' books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and to the best knowledge of management of Catawba and Bancshares no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (div) CNB Catawba and Bancshares has Previously Disclosed to MFC First Xxxxxx a written listing of (ia) each Loan loan, extension of credit, or other asset of CNB Catawba or Community Bancshares which, as of June 1May 31, 20022001, was is classified by the OCC FDIC, the Commissioner, or CNB by Catawba or Community Bancshares as "Loss," ", "Doubtful," ", "Substandard" ", or "Special Mention" (or otherwise by words of similar import), or which CNB Catawba or Community otherwise Bancshares has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iib) each Loan loan or extension of CNB credit of Catawba or Community Bancshares which, as of June 1May 31, 20022001, was past due thirty (30) days or more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, or otherwise has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit. Each such listing is accurate and complete as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of PSB (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of PSB, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of PSB, and (iii) are owned by them, respectively, PSB free and clear in all material respects of all any liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community PSB regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. PSB has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of PSB, each Loan loan reflected as an asset on CNB's or Community's books, the books of PSB and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB PSB has Previously Disclosed previously delivered to MFC Bancorp (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community PSB which, as of June 1December 31, 20022005, was is classified by the OCC FDIC or CNB or Community the Commissioner as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1December 31, 20022005, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete in all material respects as of the date indicated. (e) As of December 31, 2004 and 2005, PSB’s, reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the Commissioner and, in the best judgment of management of PSB, is reasonable in view of the size and character of its termsloan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. (f) To the best knowledge and belief of management of PSB, each of the loans carried on PSB’s books and records (with the exception of those loans Previously Disclosed to Bancorp pursuant to subparagraph (d) of this Section 2.15) is collectible in the ordinary course of PSB’s business in an amount which is not less than the amount at which it is carried on PSB’s books and records.

Loans, Accounts, Notes and Other Receivables. (aA) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's First Savings' and CommunityFSB's books and records (iI) have resulted from bona fide business transactions in the ordinary course of their respective FSB's operations, (iiII) in all material respects were made in accordance with their respective standard practices and proceduresFSB's past practices, and (iiiIII) are owned by them, respectively, FSB free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (bB) All records of CNB and Community FSB regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNBFSB's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and CommunityFSB's records of such Loanloan. (cC) To the Best Knowledge of CNBmanagement of First Savings and FSB, each Loan loan reflected as an asset on CNB's or CommunityFirst Savings' and FSB's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (dD) CNB First Savings has Previously Disclosed to MFC BancShares (I) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community FSB which, as of June 1February 28, 20021997, was classified by the OCC FDIC, the Administrator or CNB or Community by FSB as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community FSB otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iiII) a written listing of each Loan loan or extension of CNB or Community credit of FSB which, as of June 1February 28, 20021997, was past due more than 30 60 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's the books and records of BHS (i) have resulted from bona fide business transactions in the ordinary course of their respective operationsoperations of BHS, (ii) in all material respects were made in accordance with their respective the standard practices loan policies and proceduresprocedures of BHS, and (iii) are owned by them, respectively, BHS free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of the records of CNB and Community BHS regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the Best Knowledge loan documentation of CNB, each Loan which CNB's or Community's Loan documentation indicates is indicate are secured by any real or personal property or property rights ("“Loan Collateral") is ”), such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the records of such Loanloan. BHS has not engaged in any form of indirect lending and no such indirect loans are outstanding. (c) To the Best Knowledge best knowledge and belief of CNBmanagement of BHS, each Loan loan reflected as an asset on CNB's or Community's books, the books of BHS and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB BHS has Previously Disclosed previously delivered to MFC Bankshares (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community BHS which, as of June 1December 15, 20022005, was is classified by the OCC FDIC or CNB or Community the SCBFI as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1November 30, 20022005, was past due more than 30 days as to the payment of principal and/or interestor interest or both, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete in all material respects as of the date indicated. (e) As of December 31, 2004 and as of November 30, 2005, BHS’s, reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the SCBFI and, in the best judgment of management of BHS, is reasonable in view of the size and character of its termsloan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. (f) To the best knowledge and belief of management of BHS, each of the loans carried on BHS’s books and records (with the exception of those loans Previously Disclosed to Bankshares pursuant to subparagraph (d) of this Section 2.15) is collectible in the ordinary course of BHS’s business in an amount which is not less than the amount at which it is carried on BHS’s books and records.

Loans, Accounts, Notes and Other Receivables. (a) a. All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Communitythe Bank's books and records (iA) have resulted from bona fide business transactions in the ordinary course of their respective the Bank's operations, (iiB) in all material respects were made in accordance with their respective the Bank's standard practices loan policies and procedures, and (iiiC) are owned by them, respectively, the Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) b. All records of CNB and Community the Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate ownedthe OREO, are accurate in all material respects, and, with respect to each loan which the Best Knowledge of CNB, each Loan which CNBBank's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the Bank?s records of such Loanloan. (c) c. To the Best Knowledge best knowledge of CNBmanagement of the Bank, each Loan loan reflected as an asset on CNB's or Communitythe Bank's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB d. The Bank has Previously Disclosed to MFC Uwharrie a written listing of (iA) each Loan loan, extension of credit or other asset of CNB or Community the Bank which, as of June 130, 20021999, was is classified by the OCC FDIC, the Administrator or CNB or Community by the Bank as "Loss," ", "Doubtful," ", "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise the Bank has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iiB) each Loan loan or extension of CNB or Community credit of Anson which, as of June 130, 20021999, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit. Each such listing is accurate and complete as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables reflected as assets on CNBCardinal's and Community's Xxxxx'x books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or or, to the Best Knowledge of Cardinal, to the ownership or collection rights of any other person or entity. (b) All records of CNB Cardinal and Community Xxxxx regarding all outstanding Loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, and each Loan which CNBCardinal's or Community's Xxxxx'x Loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNBCardinal's and Community's Xxxxx'x records of such Loan.Loan (except for immaterial defects in perfection or priority that, individually or in the aggregate, will not have a Cardinal Material Effect). EXHIBIT 2.1 (c) To the Best Knowledge of CNBCardinal, each Loan reflected as an asset on CNBCardinal's or Community's Xxxxx'x books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to the application of general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws), and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty. (d) CNB Cardinal has Previously Disclosed to MFC a written listing of (i) each Loan or other asset of CNB Cardinal or Community Xxxxx which, as of June 110, 2002, was classified by the OCC or CNB or Community any Regulatory Authority as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), and which Cardinal or which CNB or Community Xxxxx otherwise has designated as a special asset, a "potential problem Loan," or for special handling, or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB Cardinal or Community Xxxxx which, as of June 110, 2002, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was was, to the Best Knowledge of Cardinal, the subject of a proceeding in bankruptcy, or on which any such obligor has expressly indicated any inability or intention not to repay such Loan in accordance with its terms, and that do not appear in the Loans Previously Disclosed pursuant to (i) or (ii) above.

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables reflected as assets on CNB's PCCC’s and Community's PCB’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB PCCC and Community PCB regarding all outstanding Loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNBPCCC, each Loan which CNB's PCCC’s or Community's PCB’s Loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's PCCC’s and Community's PCB’s records of such Loan. (c) To the Best Knowledge of CNBPCCC, each Loan reflected as an asset on CNB's PCCC’s or Community's PCB’s books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty. (d) CNB PCCC has Previously Disclosed to MFC FCB a written listing of (i) each Loan or other asset of CNB PCCC or Community PCB which, as of June 1September 30, 20022004, was classified by the OCC South Carolina Board, the FDIC, the FRB, or CNB by PCCC or Community PCB themselves, as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB PCCC or Community PCB otherwise has designated as a special asset, a "“potential problem Loan," ” or for special handling, or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB PCCC or Community PCB which, as of June 1September 30, 20022004, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms. (e) To the Best Knowledge of PCCC, each of the Loans of PCCC or PCB (with the exception of those Loans Previously Disclosed to FCB pursuant to Paragraph 2.17(d) above) is collectible in the ordinary course of PCCC’s and PCB’s business in an amount which is not less than the amount at which it is carried on PCB’s books and records. (f) PCCC’s and PCB’s reserve for possible Loan losses (the “Loan Loss Reserve”) has been established in conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the South Carolina Board and the FDIC and, in the best judgment of management and the Boards of Directors of PCCC and PCB, is reasonable in view of the size and character of PCCC’s and PCB’s Loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in PCCC’s and PCB’s Loan portfolio.

Loans, Accounts, Notes and Other Receivables. (a) All LoansBNC has no loans, accounts, notes and other receivables reflected as assets on CNB's its books and Community's records. All loans, accounts, notes and other receivables reflected as assets on the Bank’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, ; (ii) in all material respects were made in accordance with their respective the Bank’s standard practices and procedures, ; and (iii) are owned by them, respectively, the Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community the Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to each loan which the Best Knowledge of CNB, each Loan which CNB's or Community's Loan Bank’s loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's the Bank’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's the Bank’s books, and each guaranty guarantee therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guarantyguarantee. (d) CNB has BNC and the Bank have Previously Disclosed to MFC SSB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community the Bank which, as of June 1September 30, 20022005, was classified by the OCC Commissioner or CNB the FDIC or Community by the Bank as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community the Bank otherwise has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, ; and (ii) a written listing of each Loan loan or extension of CNB or Community credit of the Bank which, as of June 1September 30, 20022005, was past due more than 30 days as to the payment of principal and/or or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was the subject of a proceeding in bankruptcy, bankruptcy or has indicated any inability or intention not to repay such loan or extension of credit. (e) To the Best Knowledge of management of BNC and the Bank, each of the loans and other extensions of credit of the Bank (with the exception of those loans and extensions of credit specified in the written listings described in Paragraph 3.17(d) above) is collectible in the ordinary course of business in an amount which is not less than the amount at which it is carried on the Bank’s books and records. (f) The Bank’s reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with its termsUS GAAP, sound banking practices and all applicable requirements, rules and policies of the Commissioner and the FDIC and, in the best judgment of management of the Bank, is reasonable in view of the size and character of the Bank’s loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in the Bank’s loan portfolios and other real estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Home Savings' books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective its operations, (ii) in all material respects were made in accordance with their respective its standard practices loan policies and procedures, and (iii) are owned by them, respectively, it free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All of Home Savings' records of CNB and Community regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan its loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Communitythe Subsidiary's records of such Loanloan. (c) To the Best Knowledge best knowledge of CNBmanagement of Home Savings, each Loan loan reflected as an asset on CNB's or Community's books, Home Savings' books and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Home Savings has Previously Disclosed to MFC FNB (i) a written listing of (i) each Loan loan, extension of credit or other asset of CNB or Community Home Savings which, as of June 1March 31, 20021997, was is classified by the OCC FDIC or CNB or Community the Administrator as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise it has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each Loan loan or extension of CNB or Community whichcredit that, as of June 1March 31, 20021997, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit. Each such listing is accurate and complete as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (a) a. All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Communitythe Bank's books and records (iA) have resulted from bona fide business transactions in the ordinary course of their respective the Bank's operations, (iiB) in all material respects were made in accordance with their respective the Bank's standard practices loan policies and procedures, and (iiiC) are owned by them, respectively, the Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) b. All records of CNB and Community the Bank regarding all outstanding Loansloans, accounts, notes and other receivables, and all other real estate ownedthe OREO, are accurate in all material respects, and, with respect to each loan which the Best Knowledge of CNB, each Loan which CNBBank's or Community's Loan loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") ), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Communitythe Bank's records of such Loanloan. (c) c. To the Best Knowledge best knowledge of CNBmanagement of the Bank, each Loan loan reflected as an asset on CNB's or Communitythe Bank's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB d. The Bank has Previously Disclosed to MFC Uwharrie a written listing of (iA) each Loan loan, extension of credit or other asset of CNB or Community the Bank which, as of June 130, 20021999, was is classified by the OCC FDIC, the Administrator or CNB or Community by the Bank as "Loss," ", "Doubtful," ", "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise the Bank has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iiB) each Loan loan or extension of CNB or Community credit of Anson which, as of June 130, 20021999, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, bankruptcy or otherwise has indicated any inability or intention not to repay such Loan in accordance with its termsloan or extension of credit. Each such listing is accurate and complete as of the date indicated.

Loans, Accounts, Notes and Other Receivables. (ai) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's First Xxxxxx'x books and records (ia) have resulted from bona fide business transactions in the ordinary course of their respective First Xxxxxx'x operations, (iib) in all material respects were made in accordance with their respective standard practices First Xxxxxx'x customary loan policies and procedures, and (iiic) are owned by them, respectively, First Xxxxxx free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entity. (bii) All records of CNB and Community First Xxxxxx regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan First Xxxxxx'x loan documentation indicates is secured by any real or personal property or property rights ("First Xxxxxx Loan Collateral") ), such loan is secured by valid, perfected perfected, and enforceable liens on all such First Xxxxxx Loan Collateral having the priority described in CNB's and Community's First Xxxxxx'x records of such Loanloan. (ciii) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's First Xxxxxx'x books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and to the best knowledge of management of First Xxxxxx no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (div) CNB First Xxxxxx has Previously Disclosed to MFC Bancshares a written listing of (ia) each Loan loan, extension of credit, or other asset of CNB or Community First Xxxxxx which, as of June 1May 31, 20022001, was is classified by the OCC FDIC, the Commissioner, or CNB or Community by First Xxxxxx as "Loss," ", "Doubtful," ", "Substandard" ", or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise First Xxxxxx has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (iib) each Loan loan or extension of CNB or Community credit of First Xxxxxx which, as of June 1May 31, 20022001, was past due thirty (30) days or more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, or otherwise has indicated any inability or intention not to repay such Loan loan or extension of credit. Each such listing is accurate and complete as of the date indicated. (v) To the best knowledge of management of First Xxxxxx, each of First Xxxxxx'x loans and other extensions of credit (with the exception of those loans and extensions of credit specified in accordance with its termsthe written listings described in Subparagraph (iv) above) is collectible in the ordinary course of First Xxxxxx'x business in an amount which is not less than the amount at which it is carried on First Xxxxxx'x books and records.

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Financial Holdings’ or Gateway Bank’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective Financial Holdings’ or Gateway Bank’s operations, ; (ii) in all material respects were made in accordance with their respective standard practices Financial Holdings’ or Gateway Bank’s customary loan policies and procedures, ; and (iii) are owned by them, respectively, Financial Holdings or Gateway Bank free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entityentity (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business). (b) All records of CNB Financial Holdings and Community Gateway Bank regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, . With respect to the Best Knowledge of CNB, each Loan loan which CNB's or Community's Loan Gateway Bank’s loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral") ”), such loan is secured by valid, perfected perfected, and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Gateway Bank’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's Financial Holdings’ or Community's Gateway Bank’s books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB has Previously Disclosed to MFC a written listing To the Best Knowledge of management of Financial Holdings, each of Financial Holdings’ or Gateway Bank’s loans and other extensions of credit (i) each Loan or other asset with the exception of CNB or Community which, as those loans and extensions of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or credit which CNB or Community otherwise Gateway Bank has designated as a special asset, a "potential problem Loan," assets or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset assets or any obligor obligors or Loan Collateral therefor) is collectible in the ordinary course of Financial Holdings’ or Gateway Bank’s business in an amount which is not less than the amount at which it is carried on Financial Holdings’ or Gateway Bank’s books and records. (e) Gateway Bank’s reserve for possible loan losses (the “Loan Loss Reserve”) has been established in conformity with GAAP, (ii) each Loan sound banking practices and all applicable requirements, rules and policies of CNB or Community whichthe Commissioner and the Federal Reserve and, as in the best judgment of June 1management of Gateway Bank, 2002is reasonable in view of the size and character of Gateway Bank’s loan portfolio, was past due more than 30 days as to the payment of principal and/or interestcurrent economic conditions and other relevant factors, and (iii) each Loan as is adequate to which any obligor thereon (including provide for losses relating to or the borrower or any guarantor) was risk of loss inherent in default (Gateway Bank’s loan portfolios and other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its termsreal estate owned.

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables Loans reflected as assets on CNB's and Community's the SFC Companies’ respective books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community the SFC Companies regarding all outstanding Loans, accounts, notes and other receivables, Loans and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNBSFC, each Loan which CNB's or Community's the SFC Companies’ respective Loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's their records of such Loan. (c) To the Best Knowledge of CNBSFC, each Loan reflected as an asset on CNB's or Community's the SFC Companies’ books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such material Loan or guaranty. (d) CNB SFC has Previously Disclosed to MFC FCB a written listing of (i) each Loan or other asset of CNB or Community any of the SFC Companies which, as of June 1, 2002the last day of the calendar year immediately preceding the date of this Agreement, was classified by any Regulatory Authority, or by any of the OCC or CNB or Community SFC Companies themselves, as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community any of the SFC Companies otherwise has have designated as a special asset, a "“potential problem Loan," ” or for special handling, or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002the last day of the calendar year immediately preceding the date of this Agreement, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which which, to the Best Knowledge of SFC, any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms.. 13

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables Loans reflected as assets on CNB's and Community's the SFC Companies’ respective books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity. (b) All records of CNB and Community the SFC Companies regarding all outstanding Loans, accounts, notes and other receivables, Loans and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNBSFC, each Loan which CNB's or Community's the SFC Companies’ respective Loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral"”) is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's their records of such Loan. (c) To the Best Knowledge of CNBSFC, each Loan reflected as an asset on CNB's or Community's the SFC Companies’ books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such material Loan or guaranty. (d) CNB SFC has Previously Disclosed to MFC FCB a written listing of (i) each Loan or other asset of CNB or Community any of the SFC Companies which, as of June 1, 2002the last day of the calendar year immediately preceding the date of this Agreement, was classified by any Regulatory Authority, or by any of the OCC or CNB or Community SFC Companies themselves, as "“Loss," "” “Doubtful," "” “Substandard" ” or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community any of the SFC Companies otherwise has have designated as a special asset, a "“potential problem Loan," ” or for special handling, or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002the last day of the calendar year immediately preceding the date of this Agreement, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which which, to the Best Knowledge of SFC, any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms.

Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables Loans reflected as assets on CNB's and Community's the CBI Companies' books and records or which have been sold by any of them (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) were made in all material respects were made in accordance with their respective standard practices and procedures, and (iii) in the case of Loans reflected as assets on their books, are owned by them, respectively, them free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title title, or to the ownership or collection rights of any other person or entity, except for liens granted to the Federal Home Loan Bank of Atlanta to secure advances to CRB in the ordinary course of its business. (b) All records of CNB and Community the CBI Companies regarding all outstanding LoansLoans (including Loans reflected as assets on their books and records, accounts, notes and other receivablesLoans which have been sold by any of them), and all foreclosed CBI Real Property and other real estate ownedcollateral for Loans owned by the CBI Companies, are accurate in all material respects, and, to the Best Knowledge of CNB, and each Loan which CNB's or Community's their Loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's their records of such Loan. (c) To the Best Knowledge of CNB, each Each Loan reflected as an asset on CNB's the CBI Companies' books and records or Community's bookswhich has been sold by any of them, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereonthereon (subject to the application of general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws), and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty. (d) CNB with respect to Loans on the books of any of the CBI Companies as of April 30, 2008, CBI has Previously Disclosed to MFC a FCB written listing of listings reflecting: (i) each Loan which was carried in a nonaccrual status or other asset of CNB or Community which, as of June 1, 2002, was classified by the OCC any Regulatory Authority, or CNB by CBI or Community CRB itself, as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community they otherwise has had designated as a special asset, a "potential problem Loanloan," or for special handling, or had placed on any "watch list" or similar internal list because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms.;

Loans, Accounts, Notes and Other Receivables. (a) All Loansloans, accounts, notes and other receivables reflected as assets on CNB's and Community's Bank of Richmond’s books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective Bank of Richmond’s operations, ; (ii) in all material respects were made in accordance with their respective standard practices Bank of Richmond’s customary loan policies and procedures, ; and (iii) except as Previously Disclosed, are owned by them, respectively, Bank of Richmond free and clear of all liens, encumbrances, assignments, participation or repurchase agreements agreements, or other exceptions to title or to the ownership or collection rights of any other person or entityentity (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business). (b) All records of CNB and Community Bank of Richmond regarding all outstanding Loansloans, accounts, notes notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to the Best Knowledge each loan which Bank of CNB, each Loan which CNB's or Community's Loan Richmond’s loan documentation indicates is secured by any real or personal property or property rights ("“Loan Collateral") ”), such loan is secured by valid, perfected perfected, and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's Bank of Richmond’s records of such Loanloan. (c) To the Best Knowledge of CNB, each Loan Each loan reflected as an asset on CNB's or Community's Bank of Richmond’s books, and each guaranty therefor, is the legal, valid valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset offset, or counterclaim has been asserted with respect to any such Loan loan or guaranty. (d) CNB Bank of Richmond has Previously Disclosed to MFC Financial Holdings a written listing of (i) each Loan loan, extension of credit, or other asset of CNB or Community Bank of Richmond which, as of June 1September 30, 20022006, was classified by the OCC Comptroller or CNB by Bank of Richmond as “Loss”, “Doubtful”, “Substandard”, or Community as "Loss," "Doubtful," "Substandard" or "“Special Mention" ” (or otherwise by words of similar import), or which CNB or Community otherwise Bank of Richmond has designated as a special asset, a "potential problem Loan," asset or for special handling, handling or placed on any "“watch list" ” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) each Loan loan or extension of CNB or Community credit of Bank of Richmond which, as of June 1September 30, 20022006, was past due thirty (30) days or more than 30 days as to the payment of principal and/or interest, and (iii) each Loan or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default (other than as a result of nonpayment of principal or interest)default, was is the subject of a proceeding in bankruptcy, or otherwise has indicated any an inability or intention not to repay such loan or extension of credit. (e) To the Best Knowledge of management of Bank of Richmond, each of Bank of Richmond’s loans and other extensions of credit (with the exception of those loans and extensions of credit specified in the written listings described in Subparagraph (d) above) is collectible in the ordinary course of Bank of Richmond’s business in an amount which is not less than the amount at which it is carried on Bank of Richmond’s books and records. (f) Bank of Richmond’s reserve for possible loan losses (the “Loan Loss Reserve”) has been established in accordance conformity with its termsGAAP, sound banking practices and all applicable requirements, rules and policies of the Comptroller and, in the best judgment of management of Bank of Richmond, is reasonable in view of the size and character of Bank of Richmond’s loan portfolio, current economic conditions and other relevant factors, and is adequate to provide for losses relating to or the risk of loss inherent in Bank of Richmond’s loan portfolios and other real estate owned.