Common use of Organization; Standing; Power Clause in Contracts

Organization; Standing; Power. (a) 1st Financial (i) is duly organized and incorporated, validly existing, and in good standing under the laws of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st Financial, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on 1st Financial. 1st Financial is registered as a bank holding company and is in good standing with the Board of Governors of the Federal Reserve System (the “FRB”). (b) Mountain 1st (i) is duly organized and incorporated, validly existing, and in good standing as a banking corporation under the laws of the State of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st Financial, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on 1st Financial. Mountain 1st is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. Mountain 1st is a member of the Federal Home Loan Bank (“FHLB”) of Atlanta.

Organization; Standing; Power. (a) 1st Financial AB&T (i) is duly organized and incorporated, validly existing, and in good standing under the laws of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st FinancialAB&T, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on 1st Financial. 1st Financial AB&T. AB&T is registered as a bank holding company and is in good standing with the Board of Governors of the Federal Reserve System (the “FRB”). (b) Mountain 1st Alliance (i) is duly organized and incorporated, validly existing, and in good standing as a banking corporation under the laws of the State of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st FinancialAB&T, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on 1st Financial. Mountain 1st AB&T. Alliance is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. Mountain 1st Alliance is a member of the Federal Home Loan Bank (“FHLB”) of Atlanta.

Organization; Standing; Power. (a) 1st Financial ACB and American each (i) is duly organized and incorporated, validly existing, and in good standing under the laws of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its their respective properties and to carry on its their respective business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect material adverse effect on 1st FinancialACB or American, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect material adverse effect on 1st FinancialACB or American. 1st Financial American is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. ACB is registered as a bank holding company and is in good standing with the Board of Governors of the Federal Reserve System FRB. American Community Capital Trust I (the “FRBACB Trust”). (b) Mountain 1st (i) is duly organized and incorporatedorganized, validly existing, existing and in good standing as a banking corporation statutory trust under the laws of the State of North CarolinaDelaware; (ii) has all requisite power and authority (corporate trust and other) to own, lease, and operate its properties own the “ACB Debentures” (as hereinafter defined) and to carry on its business activities as now being conducted; and (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st Financial, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect material adverse effect on 1st Financial. Mountain 1st is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. Mountain 1st is a member of the Federal Home Loan Bank (“FHLB”) of AtlantaACB.

Organization; Standing; Power. (a) 1st Financial FNB (i) is duly organized and incorporated, validly existing, and in good standing under the laws of North South Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect material adverse effect on 1st FinancialFNB, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect material adverse effect on 1st FinancialFNB. 1st Financial FNB is registered as a bank holding company and is in good standing with the Board of Governors of the Federal Reserve System (the “FRB”). (b) Mountain 1st First National (i) is duly organized and incorporated, validly existing, and in good standing as a national banking corporation association under the laws of the State United States of North CarolinaAmerica; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and to carry on its business as now being conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect material adverse effect on 1st FinancialFNB, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect material adverse effect on 1st FinancialFNB. Mountain 1st First National is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. Mountain 1st First National is a member of the Federal Home Loan Bank (“FHLB”) of Atlanta.

Organization; Standing; Power. (a) 1st Financial (i) PCCC is duly organized and incorporated, validly existing, existing and in good standing as a business corporation under the laws of North the State of South Carolina; . PCB is duly organized, validly existing and in good standing as a bank under the laws of the State of South Carolina. PCB is the parent company of People’s Financial Services, Inc. (ii“PFS”), which is duly organized and incorporated, validly existing and in good standing as a business corporation under the laws of the State of South Carolina. PCCC, PCB and PFS each (i) has all requisite power and authority (corporate and other) to own, lease, lease and operate its properties and to carry on its business as it now is being conducted; (iiiii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, leased or operated by it therein therein, or in which the transaction of its business business, makes such qualification necessary, except where failure so to qualify would not have a “PCCC Material Adverse Effect on 1st Financial, Effect” (as defined below); and (iviii) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal federal, state or state local law or any rule or regulation promulgated thereunder, which except where such violation would have not result in a PCCC Material Adverse Effect Effect. For purposes of this Agreement, the term “PCCC Material Adverse Effect” means a material adverse effect on 1st Financial. 1st Financial is registered PCCC, PCB and PFS considered as a bank holding company and is in good standing with one entity, on PCCC’s consolidated financial condition or results of operations, on PCCC’s or PCB’s business prospects, businesses, investments, loan portfolio or operations, or on the Board ability of Governors of PCCC or PCB to consummate the Federal Reserve System (the “FRB”). (b) Mountain 1st (i) is duly organized and incorporated, validly existing, and in good standing as a banking corporation under the laws of the State of North Carolina; (ii) has all requisite power and authority (corporate and other) to own, lease, and operate its properties and transactions described herein or to carry on its PCB’s business as now being presently conducted; (iii) is duly qualified to do business and is in good standing in each other jurisdiction in which the character of the properties owned, leased, or operated by it therein or in which on FCB’s ability to conduct PCB’s business following the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect on 1st Financial, and (iv) is not transacting business or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on 1st Financial. Mountain 1st is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. Mountain 1st is a member of the Federal Home Loan Bank (“FHLB”) of AtlantaMerger.