Common use of Real Properties Clause in Contracts

Real Properties. (a) FNB has Previously Disclosed to ACB a listing of all real property owned or leased by FNB or First National (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”). With respect to each parcel of the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Real Property. With respect to each FNB Real Property Lease: (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Real Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB United has Previously Disclosed to ACB FNB a listing of all real property owned or leased by FNB United or First National any subsidiary (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, leases pertaining to any such FNB Real Property to which FNB United or First National any subsidiary is a party (the “FNB Real Property Leases”). With respect to each parcel of the FNB all Real Property owned by FNB Property, United or First National, FNB or First National, as applicable, any subsidiary has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National United or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of United’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of United, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on United and its subsidiaries, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Integrity has Previously Disclosed to ACB FNB a listing of all real property owned or leased by FNB Integrity or First National any subsidiary (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Integrity or First National any subsidiary is a party (the “FNB Real Property Leases”). With respect to each parcel of the FNB all Real Property owned by FNB Property, Integrity or First National, FNB or First National, as applicable, any subsidiary has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) . The FNB Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Mutual has Previously Disclosed to ACB Bancorp a listing of all real property owned or leased by FNB or First National Mutual (including, without limitation, including Mutual’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNBMutual) (collectively collectively, the “FNB Mutual Real Property”) and all leases, if any, leases pertaining to any such FNB Real Property real property leased to which FNB Mutual or First National is leased by Mutual to a third party (the “FNB Mutual Real Property Leases”). With respect to each parcel of the FNB Mutual Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, Mutual has good and marketable fee simple title to such FNB the Mutual Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Mutual Real Property and or which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Mutual Real PropertyProperty or any future use consistent therewith. With respect to each FNB Mutual Real Property Lease: Lease (A) such lease is valid and enforceable in accordance with its terms; , (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Mutual (as lessor or any lessee) or its lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (C) subject to any required consent of lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F Bank and the execution and delivery of this Agreement Agreement, or the consummation of the transactions described herein will not and does not constitute an event of default thereunderunder such Mutual Real Property Leases; and (D) there are no provisions restricting assignment.and (b) The FNB Mutual Real Property complies and Mutual Real Property Leases comply in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authorityauthority (excluding Environmental Laws which are addressed by Section 2.22 below), including those relating to zoning, building and use permits, and the parcels of FNB the Mutual Real Property and the Mutual Real Property Leases upon which FNBMutual’s and First National’s banking offices or other offices are situated, or which are used by FNB or First National Mutual in conjunction with their its banking or other offices or for other purposes, may be used may, under applicable zoning ordinances ordinances, be used for the purposes for which they currently are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB Mutual Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their Mutual’s use by FNB and First National (or will interfere with ACB’s or AmericanBancorp’s use after the Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB has Previously Disclosed Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own and have valid title to ACB a listing all of all their respective owned real property owned or leased by FNB or First National properties (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Owned Real Property”) and have valid leasehold interests in all leases, if any, pertaining to any such FNB of their respective leased real properties (“Leased Real Property to which FNB or First National is a party (the “FNB Real Property LeasesProperty”). With respect to each parcel of the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgagesEncumbrances (other than Permitted Encumbrances and all other title exceptions, liens, leases, encumbrances, title defects, encumbrances and exceptions to title other than (i) the lien matters, whether or not of current taxes not yet due and payablerecord, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value continued use of the FNB property for the purposes for which the property is currently being used by the Company or its Subsidiaries as of the date hereof). The Disclosure Letter includes a complete list, as of the date hereof, of the address of each parcel of Owned Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Leased Real Property. With respect to each FNB Real Property Lease: (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Owned Real Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Leased Real Property upon which FNB’s (together the “Real Property”) comprises all the freehold and First National’s banking leasehold premises owned, used or other offices are situated, or which are used occupied by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used as a matter of right rather than as a conditional or nonconforming useCompany and its Subsidiaries. (c) All improvements The Company and fixtures included its Subsidiaries have exclusive occupation and quiet enjoyment of the Real Property. (d) The Company and its Subsidiaries do not have any freehold interest in or on land other than the FNB Owned Real Property or any leasehold interest in land except for the Leased Real Property. (e) The Company or its Subsidiaries have not received any notices, orders, declarations, reports, determinations, or recommendations relating to the Real Property from any Government Authority in respect of which any issue remains outstanding. (f) The Company and its Subsidiaries have not received any notice and are in good condition and repair, ordinary wear and tear excepted, and there does not exist aware of any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after subsisting breaches of the Merger) or adversely affects leases over the economic value thereofLeased Real Property.

Real Properties. (a) FNB has Previously Disclosed to ACB a listing of The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned or leased by FNB or First National ▇▇▇▇▇▇▇, BBI and THC including improvements thereon (including, without limitation, including ▇▇▇▇▇▇▇'▇ banking facilities and all other real estate or foreclosed properties, properties including improvements thereon, thereon owned by FNB▇▇▇▇▇▇▇) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB ▇▇▇▇▇▇▇, BBI or First National THC is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, ▇▇▇▇▇▇▇, BBI or First National, FNB or First National, as applicable, THC has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB▇▇▇▇▇▇▇, First National BBI or any THC(as lessor or lessee) or its respective lessor or lessee which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best of the knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of ▇▇▇▇▇▇▇ and BBI, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the commercial purposes for which they are currently used or its historical purpose as a matter of right rather than as a conditional or nonconforming use. (c) All . Except as disclosed in the BBI Disclosure Statement, all improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) with the use or adversely affects the economic value thereof.

Real Properties. (a) FNB has HC Financial and High Country have Previously Disclosed to ACB Yadkin a listing of all real property owned by HC Financial or leased by FNB or First National High Country (including, without limitation, including High Country's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNBHC Financial and/or High Country) (collectively collectively, the “FNB "High Country Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB HC Financial or First National High Country is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB High Country Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, has HC Financial and High Country have good and marketable fee simple title to such FNB the High Country Real Property and owns own the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB High Country Real Property and or which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB High Country Real PropertyProperty or any future use consistent therewith. With respect to each FNB Real Property Lease: Lease (A) such lease is valid and enforceable in accordance with its terms; , (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National HC Financial or any High Country (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (C) subject to any required consent of HC Financial's or High Country's lessor, each such Real Property Lease may be assigned to Yadkin and the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB High Country Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental agency or regulatory authorityauthority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), including those relating to zoning, building and use permits, and the parcels of FNB the High Country Real Property upon which FNB’s and First National’s HC Financial's offices or High Country's banking or other offices are situated, or which are used by FNB HC Financial or First National High Country in conjunction with their banking or other offices or for other purposes, may be used may, under applicable zoning ordinances ordinances, be used for the purposes for which they currently are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB High Country Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their HC Financial's or High Country's respective use by FNB and First National (or will interfere with ACB’s or American’s Yadkin's future use consistent therewith after the Merger and the Bank Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB PSB has Previously Disclosed to ACB Bancorp a listing of all real property owned or leased by FNB or First National PSB (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, leases pertaining to any such FNB Real Property to which FNB or First National PSB is a party (the “FNB Real Property Leases” and each a “Real Property Lease”). With respect to each parcel of the FNB all Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, PSB has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ax) such lease is valid and enforceable in accordance with its terms; , (By) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National PSB (as lessor or any lessee) or its respective lessor or lessee or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Cz) subject to any required consent of PSB’s lessor, each such Real Property Lease may be assigned to the Bank or Bancorp and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of PSB, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on PSB, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB First ▇▇▇▇▇▇ has Previously Disclosed to ACB Catawba and --------------- Bancshares a listing of all real property owned or leased by FNB or First National ▇▇▇▇▇▇ and its Subsidiaries (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, properties owned by FNBFirst ▇▇▇▇▇▇) (collectively the “FNB "First ▇▇▇▇▇▇ Real Property”") and all leases, if any, pertaining to any such FNB First ▇▇▇▇▇▇ Real Property to which FNB or First National ▇▇▇▇▇▇ is a party (the “FNB "First ▇▇▇▇▇▇ Real Property Leases”"). With respect to each parcel of the FNB all First ▇▇▇▇▇▇ Real Property owned by FNB or First National▇▇▇▇▇▇, FNB or First National, as applicable, ▇▇▇▇▇▇ has good and marketable fee simple title to such FNB First ▇▇▇▇▇▇ Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not affect materially and adversely affect the value of the FNB First ▇▇▇▇▇▇ Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB First ▇▇▇▇▇▇ Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National ▇▇▇▇▇▇ or any their lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; , and (Ciii) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB . To the best knowledge of management of First ▇▇▇▇▇▇, the First ▇▇▇▇▇▇ Real Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB First ▇▇▇▇▇▇ Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB First ▇▇▇▇▇▇ Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect materially interferes with their First ▇▇▇▇▇▇'▇ use by FNB or materially and First National (or will interfere with ACB’s or American’s use after the Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB Carolina has Previously Disclosed to ACB FNB a listing --------------- of all real property owned or leased by FNB Carolina or First National any subsidiary (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Carolina or First National any subsidiary is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, Carolina or First National, FNB or First National, as applicable, any subsidiary has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Carolina, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Carolina and its subsidiaries, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Home Savings has Previously Disclosed to ACB FNB a listing of all real property owned or leased by FNB Home Savings or First National the Subsidiary (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Home Savings or First National the Subsidiary is a party (the “FNB "Real Property Leases”"). With respect to each parcel of all Real Property, Home Savings or the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, Subsidiary has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Home Savings or any the Subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Home Savings' lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best of the knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Home Savings, the Real Property (excluding other real estate owned) complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or (excluding other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, real estate owned) may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect affects the economic value thereof or interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or adversely affects with the economic value contemplated use thereof.

Real Properties. (a) FNB has Previously Disclosed to ACB a listing of The Twentieth Bancorp Disclosure Statement and/or its Financial Statements lists all real property owned or leased by FNB or First National Twentieth Bancorp and the Bank including improvements thereon (including, without limitation, including the Bank's banking facilities and all other real estate or foreclosed properties, properties including improvements thereon, thereon owned by FNBthe Bank) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Twentieth Bancorp or First National the Bank is a party (the “FNB "Real Property Leases”"). With respect to each parcel of all Real Property, Twentieth Bancorp or the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, Bank has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Twentieth Bancorp or any the Bank (as lessor or lessee) or its respective lessor or lessee which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best of the knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Twentieth Bancorp and the Bank, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the commercial purposes for which they are currently used as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) with the use or adversely affects the economic value thereof.

Real Properties. (a) FNB has Previously Disclosed to ACB a listing of The Corporation does not own or have any right, title or interest in any real property, except for the Corporation's leasehold interest in the Leased Premises. OR [B] (a) Schedule "0" attached hereto lists all real property owned by the Corporation and sets forth the legal description thereof. There are no agreements, options, contracts or leased by FNB commitments to sell, transfer or First National (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”). With respect to each parcel otherwise dispose of the FNB Real Property owned by FNB Properties or First National, FNB or First National, as applicable, has good and marketable fee simple title to such FNB Real Property and owns which would restrict the same free and clear of all mortgages, liens, leases, encumbrances, title defects, and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value ability of the FNB Corporation to transfer the Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Real Property. With respect to each FNB Real Property Lease: (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignmentProperties. (b) The FNB Real Property complies in all material respects with all applicable federal, stateCorporation is the absolute beneficial owner of, and local lawshas good and marketable title in fee simple to, regulationsthe Real Properties, ordinances, or orders free and clear of any governmental and all Encumbrances, except for: (i) the Encumbrances described in Schedule "L" attached hereto; (ii) liens for current taxes not yet due; and (iii) rights of parties in possession, zoning restrictions, easements, encroachments, rights-of-way, reservations and restrictions that run with the land and minor title defects (if any) which do not, in the aggregate, materially adversely affect the validity of title to or regulatory authority, including those relating to zoning, building and the value or marketability of the Real Properties or materially adversely affect the use permits, and of the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices Properties as they are situated, or which are presently used by FNB or First National the Corporation in conjunction connection with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used as a matter Business. Complete and correct copies of right rather than as a conditional or nonconforming useall documents creating the Encumbrances described in Schedule "L" attached hereto have been provided to the Purchaser. (c) All improvements The Real Properties described in Schedule "0" and fixtures included in or on all buildings and structures located thereon and the FNB Real Property are in good condition and repair, ordinary wear and tear exceptedconduct of the Business as presently conducted do not violate, and there does the use thereof in the manner in which presently used is not exist adversely affected by, any condition which in zoning or building laws, ordinances, regulations, covenants or official plans. The Corporation has not received any material notification alleging any such violation. Such buildings and structures do not encroach upon any lands not owned by the Corporation. There are no expropriation, condemnation or similar proceedings pending or, to the best of the knowledge of the Vendor and the Shareholder, threatened, wi th respect interferes with their use by FNB and First National (to any of the Real Properties or will interfere with ACB’s or American’s use after the Merger) or adversely affects the economic value any part thereof.

Real Properties. (a) FNB Community has Previously Disclosed to ACB UCB a listing of all real property owned or leased by FNB Community or First National its subsidiaries (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Community or First National its subsidiaries is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, Community or First National, FNB or First National, as applicable, its subsidiaries has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Community or any its subsidiaries (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) the execution and delivery of this Agreement does not constitute an event of default thereunder; under any Real Property Lease. To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Community, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Community and its subsidiaries, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Yadkin has Previously Disclosed to ACB Main Street a listing of all real property owned or leased by FNB or First National Yadkin (including, without limitation, including Yadkin's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNBYadkin) (collectively collectively, the “FNB "Yadkin Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”"). With respect to each parcel of the FNB Yadkin Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, Yadkin has good and marketable fee simple title to such FNB the Yadkin Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, ; and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Yadkin Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Yadkin Real Property. With respect to each FNB Real Property Lease: (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Yadkin Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB the Yadkin Real Property upon which FNB’s and First National’s Yadkin's banking or other offices are situated, or which are used by FNB or First National Yadkin in conjunction with their its banking or other offices or for other purposes, may be used may, under applicable zoning ordinances ordinances, be used for the purposes for which they currently are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB Yadkin Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their Yadkin's use by FNB and First National (or will interfere with ACB’s or American’s Yadkin's use after the Merger) or adversely affects the economic value thereof. (d) Yadkin is not a party (whether as lessee or lessor) to any lease or rental agreement with respect to any real property.

Real Properties. (a) FNB PARA does not own or lease any real property and has not previously owned or leased any real property. Target Bank has Previously Disclosed to ACB Select Bank a listing list of all real property owned by Target Bank (the “Owned Real Property”) or leased by FNB or First National Target Bank (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Leased Real Property” and together with the Owned Real Property, the “Real Property”) and all leases, if any, leases and ancillary documents pertaining to any such FNB the Leased Real Property to which FNB or First National is a party (the “FNB Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property previously owned or leased by Target Bank (the “Previous Real Property”). With respect to each parcel of the FNB all Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, Target Bank has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes Taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ax) such lease is valid and enforceable in accordance with its terms; terms (Bsubject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (y) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Target Bank (as lessor or any lessor lessee) or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Cz) subject to any required consent of Target Bank’s lessor, each such Real Property Lease may be assigned to Select Bank at Closing without penalty or premium, and the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) . The FNB Owned Real Property complies in all material respects and, to the Knowledge of Target Bank, the Leased Real Property, comply with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB United Federal has Previously Disclosed to ACB the Holding Company a listing of all real property owned or leased by FNB or First National United Federal (including, without limitation, including United Federal's banking facilities and all other real estate or foreclosed properties, including improvements thereon, properties owned by FNBUnited Federal) (collectively the “FNB "Real Property”") and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National United Federal is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB or First NationalUnited Federal, FNB or First National, as applicable, United Federal has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not affect materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National United Federal or any its lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of the lessor, each such Real Property Lease may be assigned to Triangle and the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB . To the knowledge of management of United Federal, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and and, except as may have been Previously Disclosed pursuant to Paragraph 2.21 below, there does not exist any condition which in any material respect interferes with their United Federal's use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB Centennial has Previously Disclosed to ACB Crescent Financial a listing of all real property owned or leased by FNB or First National Centennial (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB or First National Centennial is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, Centennial has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Centennial (as lessor or any lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Centennial's lessor, each such Real Property Lease may be assigned to Crescent Financial and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Centennial, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Centennial, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB First Savings has Previously Disclosed to ACB --------------- BancShares a listing as of February 28, 1997, of all real property owned by First Savings or leased by FNB or First National FSB (including, without limitation, including FSB's banking facilities and all other real estate or foreclosed properties, including improvements thereonimprovements, thereon owned by FNBFSB) (collectively the “FNB "Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, First Savings or First National, FNB or First National, as applicable, FSB has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (iI) the lien of current taxes not yet due and payable, and (iiII) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With Neither First Savings nor FSB is a party (whether as lessee or lessor) to any lease or rental agreement with respect to each FNB Real Property Lease: (A) such lease is valid any real property. To the Best Knowledge of management of First Savings and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNBFSB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) All . To the Best Knowledge of management of First Savings and FSB, all improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their FSB's use by FNB and First National (or will interfere with ACB’s or American’s FCB's use after the Merger) or adversely affects the economic value thereof.

Real Properties. (a) FNB BHS has Previously Disclosed to ACB Bankshares a listing of all real property owned or leased by FNB or First National BHS (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, leases pertaining to any such FNB Real Property to which FNB or First National BHS is a party (the “FNB Real Property Leases” and each “Real Property Lease”). With respect to each parcel of the FNB all Real Property owned by FNB or First NationalProperty, FNB or First National, as applicable, BHS has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National BHS (as lessor or any lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of BHS’s lessor, each such Real Property Lease may be assigned to the Bank or Bankshares and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of BHS, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on BHS, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Rowan has Previously Disclosed to ACB FNB a listing of --------------- all real property owned or leased by FNB Rowan or First National Rowan Bank (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Rowan or First National Rowan Bank is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, Rowan or First National, FNB or First National, as applicable, Rowan Bank has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Rowan or any Rowan Bank (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Rowan's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Rowan, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Rowan and Rowan Bank, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB Carolina has Previously Disclosed to ACB FNB a listing of all real property owned or leased by FNB Carolina or First National any subsidiary (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB "Real Property”") and all leases, if any, leases pertaining to any such FNB Real Property to which FNB Carolina or First National any subsidiary is a party (the “FNB "Real Property Leases”"). With respect to each parcel of the FNB all Real Property owned by FNB Property, Carolina or First National, FNB or First National, as applicable, any subsidiary has good and marketable fee simple title to to, or a valid and subsisting leasehold interest in, such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Real Propertyproperties subject thereto or affected thereby. With respect to each FNB Real Property Lease: Lease (Ai) such lease is valid and enforceable in accordance with its terms; , (Bii) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; , and (Ciii) subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder; . To the best knowledge and (D) there are no provisions restricting assignment. (b) The FNB belief of management of Carolina, the Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Carolina and its subsidiaries, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. (a) FNB has Previously Disclosed With respect to ACB a listing each parcel of all real property owned or leased by FNB or First National Yadkin (including, without limitation, including Yadkin's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNBYadkin) (collectively collectively, the “FNB "Yadkin Real Property”) and all leases"), if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”). With respect to each parcel of the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, Yadkin has good and marketable fee simple title to such FNB the Yadkin Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, defects and exceptions to title other than than: (i) the lien of current taxes not yet due and payable, ; and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Yadkin Real Property and or which do not and will not materially detract from, interfere with, with or restrict the present or future use of the FNB Yadkin Real PropertyProperty or any future use consistent therewith. With respect to each FNB lease pertaining to any such Real Property Lease: to which Yadkin is a party (the "Real Property Leases): (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National Yadkin (as lessor or any lessee) or its respective lessor or which, with the passage of time or the giving of required notices, notices will or could constitute such an event of default; and (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Yadkin Real Property complies in all material respects with all applicable federal, state, state and local laws, regulations, ordinances, ordinances or orders of any governmental agency or regulatory authorityauthority (excluding Environmental Laws which are addressed by Paragraph 3.23 below), including those relating to zoning, building and use permits, and the parcels of FNB the Yadkin Real Property upon which FNB’s and First National’s Yadkin's banking or other offices are situated, or which are used by FNB or First National Yadkin in conjunction with their banking or other offices or for other purposes, may be used may, under applicable zoning ordinances ordinances, be used for the purposes for which they currently are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB Yadkin Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with their Yadkin's respective use by FNB and First National (or will interfere with ACB’s or American’s use after the Merger) or adversely affects the economic value thereof.