Common use of Real Properties Clause in Contracts

Real Properties. United has Previously Disclosed to FNB a listing of all real property owned or leased by United or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, United or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such 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 affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental 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 Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. United (a) The Company and each of its Subsidiaries has Previously Disclosed to FNB a listing of all real property owned or leased by United or any subsidiary (the “Real Property”) good and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With respect valid title in fee simple to all the Owned Real Property, United or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgagesLiens, liensexcept for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, encumbrancesany existing default by the Company or, title defects and exceptions to title the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority. (i) Either the lien Company or a Subsidiary of current taxes not yet due the Company, as the case may be, is in peaceful and payableundisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which do not the Company and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of defaultSubsidiaries operate, and (iii) subject neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any required consent other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of United’s lessorany of such matters described in clauses (i) and (ii), each as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property Lease may be assigned to FNB and is currently being used by the execution and delivery of this Agreement does not constitute an event of default thereunder. Company. (d) To the best knowledge and belief Knowledge of management of Unitedthe Company, there are no facts that would prevent the Real Property complies with from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date. (e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all applicable federalOwned Real Property (collectively, state the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies. (f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and local lawscomplete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, regulationsmodifications, ordinances side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or orders location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property. (g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any governmental authoritylessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property. (h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including those relating any such option or right pertaining to zoningpurchase, building and use permitsexpansion, except for such noncompliance as does not renewal, extension or would not have a Material Adverse Effect on United and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofrelocation.

Real Properties. United (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Schedule 3.11(b) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of each lease or other agreement under which the Company or any Company Subsidiary has Previously Disclosed to FNB a listing of all leasehold interest in any real property owned or leased by United or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (collectively, the “Real Property Leases” and, each individually, a “Real Property Lease”). With respect Correct and complete copies of the Real Property Leases and all material amendments thereto have been made available to all Real Propertythe Buyer or its agents by the Company. Except as would not be material to the Business, United the Company or any subsidiary the Company Subsidiaries has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) of the Company Disclosure Schedule (individually, the “Leased Real Property” and, collectively, the “Leased Real Properties”), subject to Permitted Liens and owns the same free Enforceability Exceptions. (c) Except as would not be material to the Business, neither the Seller, the Company nor the Company Subsidiaries, nor, to the Knowledge of the Company, any other party, is in default (after expiration of applicable notice and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (icure periods) 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 affect the value under any of the Real Property Leases and which do not and will not materially detract from, interfere with or restrict the present or future use none of the properties subject thereto Seller, the Company or affected thereby. With respect to each the Company Subsidiaries has received any notice of any default or event that, with notice or lapse of time, or both, would constitute a default under any Real Property Lease Lease. (id) such lease Since the Reference Date, neither the Seller, the Company nor the Company Subsidiaries has received written notice that any of the Leased Real Properties is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of default, and (iii) subject to any required consent judgment to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of United’s lessorcompensation therefor and, each to the Knowledge of the Company, as of the date hereof, no 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 belief of management of Unitedcondemnation, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances expropriation or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance as does not taking has been proposed or would not have a Material Adverse Effect on United and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofis contemplated.

Real Properties. United (a) The Company does not own and has Previously Disclosed to FNB not ever owned any real property. (b) Schedule 4.11(b) contains a listing complete and accurate list of all real property owned or leased by United or any subsidiary leases (the “Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (collectively, the “Real Property Leases”) of the Company which represents all parcels of real estate leased, occupied or otherwise used by the Company (the “Leased Real Property”). With respect The Company has made available to all Real Property, United or any subsidiary has good Buyer true and marketable fee simple title to, or a valid and subsisting leasehold interest in, such 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 affect the value correct copies of the Real Property Leases, including all modifications, amendments and which do not and will not materially detract from, interfere with or restrict supplements thereto. (c) Except as set forth on Schedule 4.11(c): (i) to the present or future use Knowledge of the properties subject thereto Company, the Company has valid leaseholds in the Leased Real Property; (ii) to the Knowledge of the Company, there are no facts that could reasonably be expected to materially and adversely affect the possession, use, or affected thereby. With respect to occupancy of the Leased Real Property; (iii) each Real Property Lease is in full force and effect in all material respects; (iiv) such lease the Company is valid and enforceable not in accordance with its termsmaterial breach or material default under any of the Real Property Leases, (ii) there currently exists no circumstance or condition which constitutes an nor to the Knowledge of the Company has any event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or occurred which, with the passage of time or notice, or both, would constitute a material default by the giving Company thereunder or a violation by the Company of required notices the terms (or permit the termination) thereof, and none of the Transactions will constitute or could constitute such an create a default, event of default, or right of termination thereunder; and (v) the Company has not subleased, and (iii) subject to any required consent the Knowledge of United’s lessorthe Company, each such Real Property Lease may be assigned to FNB and no other Person is in possession of, or has the execution and delivery right of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances use or orders occupancy of any governmental authorityportion of, 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 subsidiariesany of the Leased Real Property, and the Company has not received written notice that any part of any of the Leased Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional has been condemned or nonconforming use. All improvements and fixtures included in otherwise taken by any Governmental Entity and, to the Company’s Knowledge, no such condemnation or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof taking is threatened or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofcontemplated.

Real Properties. United has Previously Disclosed to FNB a listing Schedule 7.9 hereof sets forth, as of all the Closing Date the address or tax parcel number of each parcel of real property owned or leased by United or any subsidiary (the “Real Property”) Company. Each Company further represents and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With warrants that with respect to each parcel of such real property, except as would not reasonably be expected to result in a Material Adverse Effect, (a) such parcel has all Real Propertyrequired public utilities, United or any subsidiary has good and marketable fee simple title to, or a valid means of access (both physical and subsisting leasehold interest in, legal) between such Real Property parcel and owns public highways; (b) the same free use and clear accessory uses of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than such parcel do not violate (i) the lien of current taxes not yet due any laws, ordinances or regulations (including subdivision, zoning, building, environmental protection and payablewetland protection laws), and or (ii) any building permits, restrictions of record, or agreements affecting such imperfections parcel or any part thereof; (c) no zoning authorizations, approvals or variances, and no other right to construct or use of title such parcel is to any extent dependent upon or related to any real estate other than another parcel of a Company’s real property; (d) all consents, licenses and restrictions, covenants permits and easements (including utility easements) which do not materially affect the value all other authorizations or approvals required for operation of such parcel as contemplated have been obtained on and as of the Real Property Closing Date, and which do all laws relating to the operation of such improvements have been complied with; (e) the lawful use and operation of such parcel does not require any variances or special use permits; (f) such parcel is taxed separately without regard to any other property, and will for all purposes such parcel may be mortgaged, conveyed and otherwise dealt with as an independent parcel; (g) no Company has entered into any leases, subleases or other arrangements for occupancy of space within such parcel, other than the leases described in Schedule 7.9 hereof, and Borrowers has delivered to Agent a true, correct and complete copy of each lease, sublease, or other arrangement so described; (h) each lease, sublease, or other arrangement in Schedule 7.9 hereof, is in full force and effect, and, except as disclosed in Schedule 7.9 hereof, or as otherwise disclosed to Agent in writing after the date hereof, there is not materially detract fromcontinuing any default on the part of any such each lease, interfere with sublease, or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease other arrangement; and (i) such lease is valid and enforceable in accordance with its termsto any Company’s knowledge, (ii) there currently exists no circumstance building or condition which constitutes an event of default by United other improvements encroach upon any property line, building line, setback line, side yard line or any subsidiary recorded or visible easement (as lessor or lesseeother easement of which any Company is aware or has reason to believe may exist) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute respect to such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permitsparcel, except for such noncompliance as does not or would not have a Material Adverse Effect on United and its subsidiaries, and shown in the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included survey delivered in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofconnection herewith.

Real Properties. United has Previously Disclosed to FNB a listing (a) Each of all real property owned or leased by United or any subsidiary (the “Real Property”) Company and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, United or any subsidiary its Subsidiaries has good and marketable fee simple title toto all of the real property owned by it, and all real property leases of the Company or a any of its Subsidiaries are in good standing, valid and subsisting leasehold interest in, such 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 affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable effective in accordance with its their respective terms, (ii) there currently exists no circumstance or condition which constitutes an event and neither the Company nor its Subsidiaries, nor, to the Company's knowledge, any other party, is in default under any of default by United or any subsidiary (as lessor or lessee) or its respective lessor or such leases, other than defaults which, with individually or in the passage of time or the giving of required notices will or could constitute such an event of defaultaggregate, have not had and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental 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 the Company. (b) Except as disclosed in the Balance Sheet, each parcel of real property owned or leased by the Company or any Subsidiary (i) is owned or leased free and its subsidiariesclear of all mortgages (other than for the mortgage on the property located at 6500 Xxx Xxxxxxxx Xxxx., Xxxxxxx, Xxxxxxx), xledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the Real Property may be used under applicable zoning ordinances for commercial banking facilities as aggregate, have not had and would not have a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear exceptedMaterial Adverse Effect, and there does (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed, except as have not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofhad and would not have a Material Adverse Effect.

Real Properties. United (a) The Borrower and each Restricted Subsidiary has Previously Disclosed good, insurable, exclusive, legal and marketable fee simple title to FNB a listing the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all real property owned Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or leased by United violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any subsidiary part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”) and all leases pertaining to ), or in which the Borrower or any such Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $1,000,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property to which United (together with each amendment, modification, restatement or any subsidiary is a party (supplement thereto collectively, the “Material Real Property Leases”). With respect to all Real Property, United or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, with the current location of each such Real Property by street address, including the county, state and owns other relevant jurisdictions, and 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 payablelandlord with respect thereto, and (ii) any lease, sublease, license or sublicense of such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which do not provide adequate coverage from reputable and will not materially detract from, interfere with or restrict financially sound insurers in amounts sufficient to insure the present or future use assets and risks of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable Loan Party in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event prudent business practice in the industry of default by 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 will or could constitute such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental 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 Borrower and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofRestricted Subsidiaries.

Real Properties. United has Previously Disclosed to FNB a listing (a) Schedule 3.17(a) sets forth the name of the owning entity, the address and summary description of all material land that, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, immediately prior to the Closing, after giving effect to the Reorganization, will be owned by the LLCs or one of their Subsidiaries (except real properties sold or otherwise disposed of since the date hereof in the Ordinary Course of Business) (the "Owned Real Property"). The Owned Real Property constitutes all material real property owned or leased by United or any subsidiary (the “Real Property”) CTG Companies and all leases pertaining to any such used in connection with the CTG Business. None of the Owned Real Property is subject to which United a mortgage or any subsidiary is a party (the “Real Property Leases”)deed of trust. With respect to all each Owned Real Property, United on the Closing Date (i) the LLCs or any subsidiary has one of their Subsidiaries (as the case may be) shall have good and marketable fee simple title toto such Owned Real Property, or a valid and subsisting leasehold interest in, such Real Property and owns the same which shall be free and clear of all mortgagesEncumbrances as of the Closing Date, liens, leases, encumbrances, title defects and exceptions to title except Permitted Encumbrances (other than a mortgage or deed of trust); (ii) except as set forth in Schedule 3.17(a), the LLCs or their Subsidiaries shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth in Schedule 3.17(a) and other than the right of Investor pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. To CAG’s knowledge, (i) the lien LLCs have access to each parcel of current taxes not yet due Owned Real Property sufficient for the operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and payable, to the Closing consistent with past practices) and (ii) such imperfections each parcel of title Owned Real Property is serviced by and restrictions, covenants and easements (including utility easements) which do not materially affect has access to public utilities or utilities are available for each parcel of Owned Real sufficient for the value operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and to the Closing consistent with past practices). There is no pending, or, to CAG’s knowledge, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and to the Closing consistent with past practices). (b) Schedule 3.17(b) lists the address of all material real property that immediately prior to the Closing, after giving effect to the Reorganization, will be leased or subleased by the LLCs and/or one of their Subsidiaries (except for leases that have expired by their terms since the date hereof) (the "Leased Real Property"). The Leased Real Property and which do not the Owned Real Property constitute all interests in real property owned, leased or subleased by the LLCs in connection with the CTG Business. Except as disclosed on Schedule 3.17(b), CAG has delivered to Investor a true and will not materially detract fromcomplete copy, interfere with or restrict the present or future use in all material respects (except for exhibits thereto), of each Lease Agreement. Except as set forth in Schedule 3.17(b), as of the properties subject thereto or affected thereby. With Closing Date, with respect to each Real Property Lease Agreement: (i) such lease is valid Lease Agreement shall be legal, valid, binding, enforceable and enforceable in accordance with its termsfull force and effect, subject to the application of any bankruptcy or other creditor’s rights laws and the LLCs and/or one of their Subsidiaries will have the benefits as a lessee thereunder; and (ii) there currently exists no circumstance the LLCs or condition which constitutes an event of default by United or any subsidiary a Subsidiary (as lessor applicable) will not be in breach or lessee) default under any Lease Agreement, and to the knowledge of CAG, no event will have occurred or its respective lessor or circumstance exist which, with the delivery of notice, the passage of time or the giving of required notices will or could both, would constitute such an event of a breach or default, except to the extent such breach or default, individually or in the aggregate would not reasonably be expected to materially adversely affect the operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and (iii) subject to the Closing consistent with past practices). Neither the LLCs nor any of the CTG Companies has received a written notice of default with respect to any required consent such Lease Agreement which has not been cured and to the knowledge of United’s lessorthe CAG Parties, each no other party to such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of is in default thereunder. To Neither the best knowledge and belief LLCs nor any of management of Unitedthe CTG Companies has mortgaged, the pledged or otherwise encumbered its interest in any such Leased Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental 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 Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofProperty.

Real Properties. United has Previously Disclosed to FNB (a) The Company and its Subsidiaries do not own any real property. (b) Schedule 3.08(b) contains a listing complete and accurate list of all real property owned or leased by United or any subsidiary leases (the “Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”) of real property by the Company and its Subsidiaries (the “Leased Real Property”). With respect The Company has made available to all Real Property, United or any subsidiary has good Buyer true and marketable fee simple title to, or a valid and subsisting leasehold interest in, such correct copies of the Real Property and owns the same free and clear of Leases, including all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than amendments thereto. (c) Except as set forth on Schedule 3.08(c): (i) the lien of current taxes not yet due Company or its Subsidiary has valid and payable, and binding leaseholds in the Leased Real Property; (ii) the Company or its Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such imperfections Leased Real Property by the Company or its Subsidiary; (iii) each Real Property Lease is in full force and effect in all material respects; (iv) neither the Company nor any of title and restrictionsits Subsidiaries, covenants and easements (including utility easements) which do not materially affect nor, to the value Company’s Knowledge, any other party is in material breach or material default under any of the Real Property and which do not and will not materially detract fromLeases, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an nor has any event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the giving terms (or permit the termination) thereof, and none of required notices the transactions contemplated hereby will constitute or could constitute such an create a default, event of default, or right of termination thereunder; (v) neither the Company nor any of its Subsidiaries has subleased, and (iii) subject to no other Person is in possession of, or has the right of use or occupancy of any required consent portion of, any of United’s lessorthe Leased Real Property, each such and no part of any of the Leased Real Property Lease may be assigned has been condemned or otherwise taken by any Governmental Authority and, to FNB the Company’s Knowledge, no such condemnation or taking is threatened or contemplated; and (vi) the buildings and structures located on the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of United, the Leased Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders used in the business and operations of any governmental 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 the Company and its subsidiaries, Subsidiaries are sufficient for the continued conduct of the business and operations of the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements Company and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere its Subsidiaries after the Merger) with Closing in substantially the contemplated use thereofsame manner as conducted prior to the Closing.

Real Properties. United has Previously Disclosed to FNB (a) Schedule 3.17(a) sets forth a listing list of all real properties owned in fee simple by the Target Companies, identifying thereon those properties mortgaged, or required to be mortgaged, under the ABL and, with respect to each property owned or leased by United or any subsidiary listed thereon, the name of the entity holding title thereto and the address of such property (such properties, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto (the “Owned Real Property”) and all leases pertaining to any such ). Except as set forth on Schedule 3.17(a), none of the Owned Real Property is subject to which United a mortgage or any subsidiary is a party (the “Real Property Leases”)deed of trust other than Permitted Encumbrances. With respect to all each Owned Real Property, United or any subsidiary has on the Closing Date (i) at least one of the Target Companies shall have good and marketable indefeasible fee simple title toto such Owned Real Property, or a valid and subsisting leasehold interest in, such Real Property and owns the same which shall be free and clear of all mortgagesEncumbrances as of the Closing Date, liensexcept Permitted Encumbrances; (ii) except as set forth in Schedule 3.17(a), leases, encumbrances, title defects the Target Companies shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and exceptions to title (iii) except as set forth in Schedule 3.17(a) and other than the right of Buyer pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. To the knowledge of the Company and except as set forth in Schedule 3.17(a)(i), (i) the lien Target Companies have legal access to each parcel of current taxes not yet due Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and payable, to the Closing consistent with past practices) and (ii) such imperfections each parcel of title Owned Real Property is serviced by and restrictionshas access to public utilities or utilities are available for each parcel of Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices). There is no pending, covenants or, to the knowledge of the Company, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and easements to the Closing consistent with past practices). (b) Schedule 3.17(b) sets forth a list of the addresses of all real property that is leased or subleased by the Target Companies as lessee or licensee (including utility easements) pursuant to leases that have expired by their terms since the date hereof but under which do not materially affect the value any Target Company remains in possession of the leased premises) pursuant to any Lease Agreement (collectively, the “Leased Real Property Property”). Except as disclosed on Schedule 3.17(b), the Company has delivered to Buyer a true and which do not and will not materially detract fromcomplete copy, interfere with or restrict the present or future use in all material respects, of each Lease Agreement. Except as set forth in Schedule 3.17(b), as of the properties subject thereto or affected thereby. With Closing Date, with respect to each Real Property Lease Agreement: (i) such lease is valid Lease Agreement shall be legal, valid, binding, enforceable and enforceable in accordance with its termsfull force and effect, subject to the application of any bankruptcy or other creditor’s rights laws and the Target Companies will have the benefits as a lessee thereunder; and (ii) there currently exists the Target Companies will not be in breach or default under any Lease Agreement, and to the knowledge of the Company, no event will have occurred or circumstance or condition which constitutes an event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or exist which, with the delivery of notice, the passage of time or the giving of required notices will or could both, would constitute such an event a breach or default. None of default, and (iii) subject the Target Companies has received a written notice of default with respect to any required consent such Lease Agreement which has not been cured and, to the knowledge of United’s lessorthe Company, each such Real Property no other party to any Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of is in default thereunder. To None of the best knowledge and belief of management of UnitedTarget Companies has mortgaged, the pledged or otherwise encumbered its interest in any such Leased Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permitsProperty, except for such noncompliance any Permitted Encumbrance. The side track, spur or related land lease agreements with railroad companies (collectively, the “Rail Agreements”) of the Target Companies are sufficient for operation of the Company Business (as does not or would not have a Material Adverse Effect on United conducted by the Target Companies immediately prior to the date hereof and its subsidiaries, and to the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the MergerClosing) consistent with the contemplated use thereofpast practices.

Real Properties. United has Previously Disclosed to FNB (a) Schedule 3.17(a) sets forth a listing list of all real properties owned in fee simple by the Target Companies, identifying thereon those properties mortgaged, or required to be mortgaged, under the ABL and, with respect to each property owned or leased by United or any subsidiary listed thereon, the name of the entity holding title thereto and the address of such property (such properties, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto (the “Owned Real Property”) and all leases pertaining to any such ). Except as set forth on Schedule 3.17 (a), none of the Owned Real Property is subject to which United a mortgage or any subsidiary is a party (the “Real Property Leases”)deed of trust other than Permitted Encumbrances. With respect to all each Owned Real Property, United or any subsidiary has on the Closing Date (i) at least one of the Target Companies shall have good and marketable indefeasible fee simple title toto such Owned Real Property, or a valid and subsisting leasehold interest in, such Real Property and owns the same which shall be free and clear of all mortgagesEncumbrances as of the Closing Date, liensexcept Permitted Encumbrances; (ii) except as set forth in Schedule 3.17(a), leases, encumbrances, title defects the Target Companies shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and exceptions to title (iii) except as set forth in Schedule 3.17(a) and other than the right of Buyer pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. To the knowledge of the Company and except as set forth in Schedule 3.17(a)(i), (i) the lien Target Companies have legal access to each parcel of current taxes not yet due Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and payable, to the Closing consistent with past practices) and (ii) such imperfections each parcel of title Owned Real Property is serviced by and restrictionshas access to public utilities or utilities are available for each parcel of Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices). There is no pending, covenants or, to the knowledge of the Company, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and easements to the Closing consistent with past practices). (b) Schedule 3.17(b) sets forth a list of the addresses of all real property that is leased or subleased by the Target Companies as lessee or licensee (including utility easements) pursuant to leases that have expired by their terms since the date hereof but under which do not materially affect the value any Target Company remains in possession of the leased premises) pursuant to any Lease Agreement (collectively, the “Leased Real Property Property”). Except as disclosed on Schedule 3.17(b), the Company has delivered to Buyer a true and which do not and will not materially detract fromcomplete copy, interfere with or restrict the present or future use in all material respects, of each Lease Agreement. Except as set forth in Schedule 3.17(b), as of the properties subject thereto or affected thereby. With Closing Date, with respect to each Real Property Lease Agreement: (i) such lease is valid Lease Agreement shall be legal, valid, binding, enforceable and enforceable in accordance with its termsfull force and effect, subject to the application of any bankruptcy or other creditor’s rights laws and the Target Companies will have the benefits as a lessee thereunder; and (ii) there currently exists the Target Companies will not be in breach or default under any Lease Agreement, and to the knowledge of the Company, no event will have occurred or circumstance or condition which constitutes an event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or exist which, with the delivery of notice, the passage of time or the giving of required notices will or could both, would constitute such an event a breach or default. None of default, and (iii) subject the Target Companies has received a written notice of default with respect to any required consent such Lease Agreement which has not been cured and, to the knowledge of United’s lessorthe Company, each such Real Property no other party to any Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of is in default thereunder. To None of the best knowledge and belief of management of UnitedTarget Companies has mortgaged, the pledged or otherwise encumbered its interest in any such Leased Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permitsProperty, except for such noncompliance any Permitted Encumbrance. The side track, spur or related land lease agreements with railroad companies (collectively, the “Rail Agreements”) of the Target Companies are sufficient for operation of the Company Business (as does not or would not have a Material Adverse Effect on United conducted by the Target Companies immediately prior to the date hereof and its subsidiaries, and to the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the MergerClosing) consistent with the contemplated use thereofpast practices.

Real Properties. United (a) Schedule 2.18 accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company and the Company Subsidiaries and, for each of those properties, the address thereof and the use thereof in the business of the Company and the Company Subsidiaries, and (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof and the lease (including its expiration date and any renewal options) relating thereto. (b) The Company has Previously Disclosed to FNB a listing provided ARS with true, complete and correct copies of all real property title reports and insurance policies owned or leased by United or in the possession of any subsidiary (of the “Real Property”) Company and all leases pertaining the Company Subsidiaries and relating to any such Real Property to which United of the real properties listed as being owned in Schedule 2.18. Except as accurately set forth in Schedule 2.18 or any subsidiary is those reports and policies, and except for Permitted Liens, the Company or a party (the “Real Property Leases”). With respect to all Real PropertyCompany Subsidiary owns in fee, United or any subsidiary and has good good, valid and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgagesLiens, lienseach property listed in Schedule 2.18 as being owned. (c) The Company has provided ARS with true, leasescorrect and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 2.18 as being leased and, encumbrancesexcept as accurately set forth in Schedule 2.18, title defects and exceptions to title other than (i) each of those leases is, to the lien knowledge of current taxes not yet due the Company, valid and payablebinding on the lessor party thereto, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do the lessee party thereto has not materially affect the value sublet any of the Real Property and which do not and will not materially detract from, interfere with leased space to any Person other than the Company or restrict the present or future use a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable listed in Schedule 2.18 and, except as accurately set forth in Schedule 2.18, are maintained in accordance with its terms, (ii) there currently exists no circumstance reasonable commercial operating practices and adequate for the purposes for which they presently are being used or condition which constitutes an event of default by 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 will or could constitute such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, except held for such noncompliance as does not or would not have a Material Adverse Effect on United and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. United has Previously Disclosed to FNB a listing of all (a) No XXXX Group Company currently owns any real property or has in the past three years owned or leased by United or any subsidiary real property. (b) Each XXXX Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases to which it is a party as of the date hereof as a lessee (the “Real PropertyXXXX Leased Properties”), free and clear of all Liens (other than Permitted Liens) and all leases pertaining each of the leases, lease guarantees, agreements and documents related to any such Real Property XXXX Leased Properties to which United or any subsidiary it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “XXXX Real Property Leases”), is in full force and effect as of the date hereof, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. With XXXX has made available to Best Assistant true, correct and complete copies of all Material XXXX Real Property Leases (as defined below). No XXXX Group Company is in breach of or default under any Material XXXX Real Property Lease, and, to the Knowledge of XXXX, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the XXXX Group Companies taken as a whole. The XXXX Leased Properties are suitable to allow the businesses of the XXXX Group Companies to be operated as currently conducted in all material respects. To the Knowledge of XXXX, (i) there are no pending condemnation proceedings with respect to any of the XXXX Leased Properties, and (ii) the current use of the XXXX Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No XXXX Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any XXXX Group Company under any of the XXXX Real Property Leases and, to the Knowledge of XXXX, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the XXXX Group Companies, taken as a whole. As of the date of this Agreement, to the Knowledge of XXXX, no party to any XXXX Real Property Lease has exercised any termination rights with respect thereto. Schedule 5.12(b) of the XXXX Disclosure Letter contains a true and correct list of all Material XXXX Real PropertyProperty Leases. Except as disclosed in Schedule 5.12(b) of the XXXX Disclosure Letter, United or any subsidiary no Person other than the XXXX Group Companies has the right to use the XXXX Leased Properties, except as subleased by the respective XXXX Group Company to a sub-lessee. (c) Each XXXX Group Company has good and marketable fee simple title to, or a valid and subsisting leasehold interest inin or right to use, such Real Property and owns the same all of its tangible assets, free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title Liens other than than: (i) the lien of current taxes not yet due and payable, and Permitted Liens; (ii) the rights of lessors under such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of default, tangible assets; and (iii) subject to any required consent the Liens specifically identified on the Schedule 5.12(c) of United’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery XXXX Disclosure Letter. The tangible assets of this Agreement does not the XXXX Group Companies: (A) constitute an event all of default thereunder. To the best knowledge and belief tangible assets that are currently being used for the operation of management the businesses of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance XXXX Group Companies as does not or would not have a Material Adverse Effect on United and its subsidiariesthey are now conducted, and taken together, are adequate and sufficient for the Real Property may be used under operation of the businesses of the XXXX Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and there does not exist any condition are adequate and suitable for the uses to which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofthey are being put, in each case, in all material respects.

Real Properties. United has Previously Disclosed to FNB (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Schedule 2.13(b) contains a listing complete and accurate list of all real property owned leases, subleases, licenses, occupancy agreements or leased by United or any subsidiary (the “Real Property”) other, similar agreements, and all leases pertaining to any such Real Property to which United or any subsidiary is a party modifications, amendments and supplements thereto (collectively, the “Real Property Leases”). With respect to all , under which the Company or any of its Subsidiaries uses, occupies or operates any real property (the “Leased Real Property”). The Leased Real Property constitutes all of the real estate used, United occupied or operated by the Company or any subsidiary of its Subsidiaries. The Company has good made available to Buyer true, correct and marketable fee simple title to, or a valid and subsisting leasehold interest in, such complete copies of the Real Property Leases, including all modifications, amendments and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than supplements thereto. (c) Except as set forth on Schedule 2.13(c): (i) the lien of current taxes not yet due Company or its Subsidiary has valid and payable, and binding leasehold interests in the Leased Real Property; (ii) the Company or its Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such imperfections of title Leased Real Property by the Company or its Subsidiary and, to the Sellers’ Knowledge, there are no facts that could reasonably be expected to materially and restrictions, covenants and easements (including utility easements) which do not materially adversely affect the value possession, use, or occupancy of the Leased Real Property; (iii) each Real Property Lease is in full force and effect in all material respects; (iv) neither the Company nor any of its Subsidiaries, nor, to the Sellers’ Knowledge, any other party is in material breach or material default under any of the Real Property and which do not and will not materially detract fromLeases, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an nor has any event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the giving terms (or permit the termination) thereof. None of required notices the Transactions will constitute or could constitute such an create a default, event of default, and (iii) subject to or right of termination under 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 belief of management of United, the Real Property complies with all applicable federalLeases, state and local laws, regulations, ordinances nor is the consent of the lessor or orders landlord or any other third party required pursuant to the terms of any governmental 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 of the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter Leases in connection with the Transactions; (v) neither the Company nor any of its Subsidiaries has subleased, and no other Person is in possession of, or has the right rather than as a conditional of use or nonconforming use. All improvements and fixtures included in or on occupancy of any portion of, any of the Leased Real Property, nor have any of the Real Property Leases been assigned in whole or in part; (vi) no part of any of the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to the Sellers’ Knowledge, no such condemnation or taking is threatened or contemplated; and (vii) the buildings and structures located on the Leased Real Property and used in the business and operations of the Company and its Subsidiaries are in good condition sufficient for the continued conduct of the business and repair, ordinary wear operations of the Company and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere its Subsidiaries after the MergerClosing in substantially the same manner as conducted prior to the Closing. (d) with Schedule 2.13(d) contains a complete and accurate list of all Leased Real Property that is owned by any member of the contemplated use thereofSeller Group, any Affiliate of the Seller Group, and/or any Affiliate of the Company, in each case other than the Company and its Subsidiaries (“Related-Party Real Property”).

Real Properties. United Schedule 7.9 hereof sets forth, as of the date hereof the address or tax parcel number of each parcel of real property in which any Company has Previously Disclosed any estate or interest, together with a description of the estate or interest (e.g., fee simple, leasehold, etc.) held by such Company. Each Company has good and marketable title to FNB a listing and ownership of all real property owned or leased by United or any subsidiary (the “Real Property”) and all leases pertaining it purports to any such Real Property to own, which United or any subsidiary property is a party (the “Real Property Leases”). With respect to all Real Property, United or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgagesLiens, liensexcept Permitted Liens. Each Company further represents and warrants that with respect to each parcel of such real property of which it is the fee owner, leases, encumbrances, title defects if any, (a) the contemplated use and exceptions to title other than accessory uses of such parcel will not in any material way violate (i) the lien of current taxes not yet due any laws, ordinances or regulations (including subdivision, zoning, building, environmental protection and payablewetland protection laws), and or (ii) any building permits, restrictions of record, or agreements affecting such imperfections parcel or any part thereof; (b) all consents, licenses and permits and all other authorizations or approvals required for operation of title such parcel as contemplated have been obtained or will be obtained prior to the Closing Date, and restrictionsall laws relating to the operation of such improvements have been complied with, covenants except where the failure to so obtain will not cause or result in a Material Adverse Effect; (c) the lawful use and easements (including utility easements) which operation of such parcel do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with require any variances or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and special use permits, except for such noncompliance as does where their absence will not cause or would not have result in a Material Adverse Effect on United and its subsidiariesEffect; (d) no Company has entered into any leases, subleases or other arrangements for occupancy of space within such parcel, other than the leases described in Schedule 7.9 hereof, and Borrowers have delivered to Agent a true, correct and complete copy of each lease, sublease, or other arrangement so described; and (e) each lease, sublease, or other arrangement in Schedule 7.9 hereof, is in full force and effect, and, except as disclosed in Schedule 7.9 hereof, or as otherwise disclosed to Agent in writing after the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or date hereof, there is not continuing any material default on the Real Property are in good condition and repairpart of any such each lease, ordinary wear and tear exceptedsublease, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofother arrangement.

Real Properties. United has Previously Disclosed to FNB a listing The Companies and their Subsidiaries do not own and have never owned any interest in any real properties. The Companies and their Subsidiaries have valid leasehold interests in all of all their respective leased real property owned or leased by United or any subsidiary properties (the “Leased Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, United or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title Encumbrances (other than (i) the lien Permitted Encumbrances and all other title exceptions, defects, encumbrances and other 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 affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future continued use of the properties subject thereto property for the purposes for which the property is currently being used by the Sellers, the Companies or affected therebytheir Subsidiaries as of the date hereof). Section 3.17 of the Disclosure Schedule sets forth a complete list, as of the date hereof, of the address of each Leased Real Property, and the leases (including any amendment) relating to each Leased Real Property (including the date and name of the parties to such leases and the expiration dates of such leases) (collectively, the “Leases”). Sellers have Made Available to the Purchasers a true and complete copy of each Lease. With respect to each Real Property Lease (i) such lease Lease is valid in full force and effect and is enforceable in accordance with its termsterms and shall continue to be in full force and effect on the terms set forth in such Lease following the Closing Date, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) such Lease (or a notice in respect of such Lease) has been properly registered in the appropriate land registry office, as applicable; (iii) all rents and additional rents have been paid; and (iv) as of the date hereof, to the knowledge of such Seller, there currently exists no circumstance or condition which constitutes an event of default by United or any subsidiary event, occurrence, condition or act (as lessor or lesseeincluding the purchase of the Equity Interests) or its respective lessor or which, with the passage giving of notice, the lapse of time or the giving happening of required notices will any other event or could constitute condition, would become a default under such an event of defaultLease, and (iii) subject to any required consent of United’s lessor, each except 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 belief of management of Unitedor event, the Real Property complies with all applicable federaloccurrence, state and local laws, regulations, ordinances condition or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance act as does not or would not have have, individually or in the aggregate, a Material Adverse Effect on United Effect. Each of the Leased Real Properties is adequate and its subsidiaries, suitable for the purposes for which it is presently being used and the Companies have adequate rights of ingress and egress into each of the Leased Real Property may Properties for the operation of the Business in the ordinary course consistent with past practice, except where the failure to be used under applicable zoning ordinances for commercial banking facilities as so adequate or suitable, or to have such adequate rights of ingress and egress, would not reasonably be expected to have, individually or in the aggregate, a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofMaterial Adverse Effect.

Real Properties. United has Previously Disclosed to FNB a listing of all (a) No GXXX Group Company currently owns any real property or has in the past three years owned or leased by United or any subsidiary real property. (b) Each GXXX Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases to which it is a party as of the date hereof as a lessee (the “Real PropertyGXXX Leased Properties”), free and clear of all Liens (other than Permitted Liens) and all leases pertaining each of the leases, lease guarantees, agreements and documents related to any such Real Property GXXX Leased Properties to which United or any subsidiary it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “GXXX Real Property Leases”), is in full force and effect as of the date hereof, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. With GXXX has made available to Best Assistant true, correct and complete copies of all Material GXXX Real Property Leases (as defined below). No GXXX Group Company is in breach of or default under any Material GXXX Real Property Lease, and, to the Knowledge of GXXX, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the GXXX Group Companies taken as a whole. The GXXX Leased Properties are suitable to allow the businesses of the GXXX Group Companies to be operated as currently conducted in all material respects. To the Knowledge of GXXX, (i) there are no pending condemnation proceedings with respect to any of the GXXX Leased Properties, and (ii) the current use of the GXXX Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No GXXX Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any GXXX Group Company under any of the GXXX Real Property Leases and, to the Knowledge of GXXX, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the GXXX Group Companies, taken as a whole. As of the date of this Agreement, to the Knowledge of GXXX, no party to any GXXX Real Property Lease has exercised any termination rights with respect thereto. Schedule ‎5.12(b) of the GXXX Disclosure Letter contains a true and correct list of all Material GXXX Real PropertyProperty Leases. Except as disclosed in Schedule ‎5.12(b) of the GXXX Disclosure Letter, United or any subsidiary no Person other than the GXXX Group Companies has the right to use the GXXX Leased Properties, except as subleased by the respective GXXX Group Company to a sub-lessee. (c) Each GXXX Group Company has good and marketable fee simple title to, or a valid and subsisting leasehold interest inin or right to use, such Real Property and owns the same all of its tangible assets, free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title Liens other than than: (i) the lien of current taxes not yet due and payable, and Permitted Liens; (ii) the rights of lessors under such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by 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 will or could constitute such an event of default, tangible assets; and (iii) subject to any required consent the Liens specifically identified on the Schedule ‎5.12(c) of United’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery GXXX Disclosure Letter. The tangible assets of this Agreement does not the GXXX Group Companies: (A) constitute an event all of default thereunder. To the best knowledge and belief tangible assets that are currently being used for the operation of management the businesses of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance GXXX Group Companies as does not or would not have a Material Adverse Effect on United and its subsidiariesthey are now conducted, and taken together, are adequate and sufficient for the Real Property may be used under operation of the businesses of the GXXX Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and there does not exist any condition are adequate and suitable for the uses to which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofthey are being put, in each case, in all material respects.

Real Properties. United has Previously Disclosed to FNB a listing Schedule 7.9 hereof sets forth, as of all the date hereof the address or tax parcel number of each parcel of real property owned or leased by United or any subsidiary (the “Real Property”) Company. Each Company further represents and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With warrants that with respect to each parcel of such real property, except as would not reasonably be expected to result in a Material Adverse Effect, (a) such parcel has all Real Propertyrequired public utilities, United or any subsidiary has good and marketable fee simple title to, or a valid means of access (both physical and subsisting leasehold interest in, legal) between such Real Property parcel and owns public highways; (b) the same free use and clear accessory uses of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than such parcel do not violate (i) the lien of current taxes not yet due any laws, ordinances or regulations (including subdivision, zoning, building, environmental protection and payablewetland protection laws), and or (ii) any building permits, restrictions of record, or agreements affecting such imperfections parcel or any part thereof; (c) no zoning authorizations, approvals or variances, and no other right to construct or use of title such parcel is to any extent dependent upon or related to any real estate other than another parcel of a Company’s real property; (d) all consents, licenses and restrictions, covenants permits and easements (including utility easements) which do not materially affect the value all other authorizations or approvals required for operation of such parcel as contemplated have been obtained on and as of the Real Property Closing Date, and which do all laws relating to the operation of such improvements have been complied with; (e) the lawful use and operation of such parcel does not require any variances or special use permits; (f) such parcel is taxed separately without regard to any other property, and will for all purposes such parcel may be mortgaged, conveyed and otherwise dealt with as an independent parcel; (g) no Company has entered into any leases, subleases or other arrangements for occupancy of space within such parcel, other than the leases described in Schedule 7.9 hereof, and Borrowers has delivered to Agent a true, correct and complete copy of each lease, sublease, or other arrangement so described; (h) each lease, sublease, or other arrangement in Schedule 7.9 hereof, is in full force and effect, and, except as disclosed in Schedule 7.9 hereof, or as otherwise disclosed to Agent in writing after the date hereof, there is not materially detract fromcontinuing any default on the part of any such each lease, interfere with sublease, or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease other arrangement; and (i) such lease is valid and enforceable in accordance with its termsto any Company’s knowledge, (ii) there currently exists no circumstance building or condition which constitutes an event of default by United other improvements encroach upon any property line, building line, setback line, side yard line or any subsidiary recorded or visible easement (as lessor or lesseeother easement of which any Company is aware or has reason to believe may exist) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute respect to such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permitsparcel, except for such noncompliance as does not or would not have a Material Adverse Effect on United and its subsidiaries, and shown in the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included survey delivered in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofconnection herewith.

Real Properties. United (a) Neither the Company nor any Subsidiary owns any real property. Schedule 4.10 contains a true, correct and complete list of all real properties leased, subleased or otherwise occupied by the Company or any Subsidiary (collectively, the "Real Properties") separately indicating the nature of the Company's or the Subsidiary's interest therein. Except as set forth in Schedule 4.10, no other person has Previously Disclosed any oral or written right, agreement or option to FNB a listing acquire, lease, sublease or otherwise occupy all or any portion of such Real Properties. Neither the Company nor any Subsidiary has received any written or oral notice for assessment for public improvements against any of the Real Properties which remains unpaid and, to the knowledge of the Company, no such assessment has been proposed. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or portion of any of the Real Properties and, to the knowledge of the Company, no such proceeding is contemplated. (b) Accurate and current copies of all real property owned leases, subleases, licenses or other occupancy agreements (and all amendments thereto) listed in Schedule 4.10 have previously been delivered to MEDIQ/PRN (collectively, the "Leases," and the real property leased by United or any subsidiary (thereunder, collectively, the “"Leased Real Property”) and all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”"). With respect Neither the Company nor any Subsidiary has assigned its rights under any Leases (except as security for the Antares Indebtedness to all Real Property, United or any subsidiary has good be paid off at the Closing). The Leases are in full force and marketable fee simple title to, effect and constitute binding obligations of the Company or a valid Subsidiary and, to the knowledge of the Company, the other parties thereto and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) there are no defaults thereunder by the lien Company or, to the knowledge of current taxes not yet due and payablethe Company, by any other party thereto, and (ii) such imperfections no event has occurred which with notice, lapse of title time, or both would constitute a default by the Company or, to the knowledge of the Company, by any other party thereto. (c) Neither the Company nor any Subsidiary has subjected the Leased Real Property to or caused the Leased Real Property to be subjected to any Lien, exception, item, encumbrance, easement, restriction or other matter either of record or not of record, but excluding Permitted Liens and encumbrances created by the terms of the applicable Lease. To the knowledge of the Company, no default or breach exists under any of the covenants, conditions, restrictions, covenants rights-of-way or easements, if any, affecting all or any portion of the Real Properties. (d) All utilities, including without limitation, water, sewer, gas, electric, telephone, and other public utilities and all storm water drainage required by Law or necessary for the operation of the Real Properties (i) to the knowledge of the Company, either enter the Real Properties through open public streets adjoining the Real Properties or, if they pass through adjoining private land, do so in accordance with valid public or private easements or rights of way which will inure to the benefit of the Surviving Corporation, (ii) to the knowledge of the Company, are installed, connected and operating, in good condition, and in compliance with all applicable Laws, with all installation and connection charges paid in full, including, without limitation, connection and the permanent right to discharge sanitary waste and all other non-hazardous liquid wastes generated at the Real Property into the collector system of the appropriate sewer authority and (iii) are adequate (in both quality and quantity) to service the Real Properties for their respective use in the business as presently conducted thereon. (e) To the knowledge of the Company, all accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Properties have been fully paid and no one is entitled to claim a Lien (other than a Permitted Lien) under any Law by or on behalf of the Company or any Subsidiary. (f) To the knowledge of the Company, there are no material defects in, mechanical failure of or damage to the improvements located on the Real Properties (the "Improvements"), including utility easementsthe roof, structure, soil, elevators, walls, heating, ventilation, air conditioning, plumbing, electrical, drainage, fire alarm, communications, sprinkler, security and exhaust systems and their component parts, or other improvements on or forming a part of the Real Properties, all of which have been constructed in a good and workmanlike manner. None of the Company, any Subsidiary or any Principal Stockholder has received any notification of any outstanding or incomplete work orders in respect of any of the Improvements or of any current non-compliance with applicable Laws and regulations or building and zoning bylaws and regulations. (g) which do not materially affect All certificates of occupancy, if any, required for the value occupancy and use of the Real Property for its intended purpose have been obtained and which do not are in full force and will not materially detract fromeffect and no other licenses, interfere with or restrict permits, authorizations, consents, and approvals by any Governmental Entity are required for the present or future use and occupancy thereof, and no certificates of the properties subject thereto local board of fire underwriters (or affected thereby. With respect to each other body exercising similar functions) have been issued or are required for any Improvements. (h) The use and operation of the Real Property Lease conform to all applicable building, zoning, safety, environmental and other Laws, licenses and certificates and all restrictions and conditions affecting title. None of the Company, any Subsidiary or any Principal Stockholder has received any written or oral notice from any local, state or federal governmental agency that (i) the continued maintenance, operation or use of any and all Improvements (for their current purpose), violates any zoning, building, environmental or other Law and the Company has no knowledge of any such lease is valid and enforceable in accordance with its terms, violation or (ii) there currently exists no circumstance or condition which constitutes an event are existing violations of default by United any Laws affecting all or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage portion of time or the giving of required notices will or could constitute such an event of default, and (iii) 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 belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authorityProperty, including those relating to zoningwithout limitation violations of the building, building safety, health, fire, or zoning ordinances, codes and use permits, except for such noncompliance as does not regulations of the municipality or would not have a Material Adverse Effect on United and its subsidiariescounty within which the Improvements are located, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter Company has no knowledge of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofsuch violations.