Common use of Real Properties Clause in Contracts

Real Properties. A. Except as set forth in the Disclosure Schedule, Business and Corporation have good and marketable fee simple record title in and to, or a leasehold interest in and to, all of its real property assets and fixtures reflected in the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Schedule, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such real

Real Properties. A. (a) Schedule 4.8(a) lists by street address the real property (the “Central Station Property”) subject to the real property lease for the central station located in St. Pxxx, Minnesota (the “Real Property Lease”) and all other real property used by Seller in the Business or in which Seller has an interest (collectively, the “Properties”). Schedule 4.8(a) also lists and describes all amendments and modifications to the Real Property Lease. True and complete copies of the Real Property Lease and the other items listed and described on Schedule 4.8(a) have been delivered to Purchaser. None of the Target Companies owns, leases or uses any real property other than the Properties listed on Schedule 4.8(a). (b) Except as set forth on Schedule 4.8(b), Seller has a valid and enforceable leasehold interest in all of the Disclosure ScheduleProperties, Business free and Corporation have good clear of all Liens or other matters affecting title, use or occupancy, except for Permitted Liens. Except for Permitted Liens and marketable fee simple record title in and as set forth on Schedule 4.8(b), Seller’s rights under such leasehold estates are not subordinate to, or defeasible by, any Liens on the subject real estate, or any prior lease thereon. The Central Station Property is fully accessible by public roads or by easements or private rights of way accessing public roads. There are no material defaults under the Real Property Lease by Seller or, to the Knowledge of Seller, by any other party thereto, and no event has occurred that with the lapse of time or giving of notice or both would constitute a leasehold interest material default thereunder. (c) The Central Station Property is served by all utilities, including water, sewage, gas, waste disposal, electricity and telephone necessary in accordance with past practices for the operation of such Property, and to, Seller is not aware of any inadequacies with respect to such utilities. (d) The Properties constitute all of its interests in real property assets currently used or currently held for use in connection with the Business and fixtures reflected in which are necessary for the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date continued operation of the Latest Balance Sheet Business as currently conducted. (except for real property assets and fixtures sold in e) Seller has not received any notice from any insurance company that has issued a policy of insurance with respect to the ordinary course Central Station Property requiring performance of business since any structural or other repairs or alterations to the date of the Latest Balance Sheet). Central Station Property. (f) Except as set forth in the Disclosure Schedule, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in the Disclosure Scheduleon Schedule 4.8(a), none of the real property assets Target Companies owns or fixtures owned by Corporation holds, nor is obligated under or Business is subject a party to, any option, right of first refusal or other contractual right to any mortgagepurchase, pledgeacquire, liensell, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction assign or charge dispose of any kind real estate or nature any portion thereof or interest therein. (whether g) No Governmental Entity having jurisdiction over the Properties has, nor has any other Person, given any notice to Seller of a possible future imposition of assessments affecting the Properties or not to exercise the power of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Lawseminent domain, and there is, to the Seller has no knowledge of Corporation and Business, no any such Law contemplated that would affect adversely actions. (h) None of the right of Corporation or Business to own or lease and operate and use such realTarget Companies has previously owned any real property.

Real Properties. A. (a) All of the Real Property Leases are set forth in Schedule 4.1.2(b)(viii) attached hereto and made a part hereof. Seller does not own any real property used exclusively or primarily for the Business. Seller has valid leasehold interests in all Real Property Leases, in each case free and clear of all mortgages, liens, charges, encumbrances, easements, security interests or title imperfections (collectively, "Liens") other than (i) those listed in Schedule 4.1.11 (a) hereto and made a part hereof, or (ii) liens not yet due and delinquent for current taxes, assessments or governmental charges, (collectively, "Permitted Liens"). The lease of real property by Seller or the use thereof, as presently used by the Business, does not violate any local zoning or similar land use laws or governmental regulations where such violation would have a Material Adverse Effect and there are not pending or, to the knowledge of Seller, threatened lawsuits or administrative actions relating to the leased property or other matters materially and adversely affecting the current use, occupancy or value thereof. Seller is not in violation of or in noncompliance with any covenant, condition, restriction, order or easement affecting the real property owned or leased by Seller for the benefit of the Business where such violation or noncompliance would have a Material Adverse Effect, individually or in the aggregate. There are no material approvals of governmental authorities (including Licenses and Permits) required in connection with the operation of the Business on the leased property related to the Real Property Leases and, the properties have been maintained in accordance with applicable laws, rules and regulations in all material respects. There is no condemnation pending or, to Seller's knowledge, threatened affecting the real property leased by Tyco Healthcare in Burlington, Massachusetts and used in the Business. Seller has delivered to Purchaser, or provided it with access to, prior to the Closing complete and correct copies of the Real Property Leases. (b) Except as set forth in the Disclosure Scheduleon Schedule 4.1.11(b), Business attached hereto and Corporation have good and marketable fee simple record title in and tomade a part hereof: (i) all Real Property Leases will continue to be legal, or a leasehold interest in and tovalid, all of its real property assets and fixtures reflected in the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Schedulebinding, such leasehold interests are valid enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (ii) all Real Property Leases are in full force and enforceable effect and, to Seller's knowledge, no party to any Real Property Leases is in accordance breach or default, and no event has occurred which, with their terms and there does not exist any violationnotice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder that would result in a Material Adverse Effect; (iii) no party to a Real Property Lease has repudiated any provision thereof that would have a Material Adverse Effect; (iv) there are no disputes, oral agreements, or thereunder. Except forbearance programs in effect as to the Real Property Leases that would have a Material Adverse Effect; (v) with respect to the Real Property Leases which are subleases, the representations set forth above are true and correct for each underlying lease; (vi) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Disclosure Schedule, none Real Property Leases; (vii) all facilities subject to a Real Property Lease are supplied with utilities and other services necessary for the operation of the facilities; and (viii) each parcel of real property assets or fixtures owned by Corporation or Business is subject to any mortgagea Real Property Lease abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, pledgeirrevocable, lienappurtenant easement benefiting the parcel of real property, security interest, encumbrance, claim, easement, and access to the property is provided by paved public right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet way with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realadequate curb cuts available.

Real Properties. A. Except as set forth in (a) With respect to each parcel of real property owned by Yadkin (including Yadkin's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Yadkin) (collectively, the Disclosure Schedule"Yadkin Real Property"), Business and Corporation have Yadkin has good and marketable fee simple record title in to the Yadkin Real Property and toowns the same free and clear of all mortgages, or a leasehold interest in liens, leases, encumbrances, title defects and toexceptions to title other than: (i) the lien of current taxes not yet due and payable; and (ii) such imperfections of title and restrictions, all of its real property assets covenants and fixtures reflected in easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Yadkin Real Property or which do not and fixtures sold in will not materially detract from, interfere with or restrict the ordinary course of business since the date present use of the Latest Balance Sheet)Yadkin Real Property or any future use consistent therewith. Except as set forth in With respect to each lease pertaining to any such Real Property to which Yadkin is a party (the Disclosure Schedule, "Real Property Leases): (A) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by Yadkin (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 (C) the execution and delivery of this Agreement does not constitute an event of default thereunder. (b) The Yadkin Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental agency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 3.23 below), including those relating to zoning, building and use permits, and the parcels of the Yadkin Real Property upon which Yadkin's banking or other offices are situated, or which are used by Yadkin in conjunction with their terms banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which they currently are used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the Yadkin Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any violation, breach condition which in any material respect interferes with Yadkin's respective use or default thereof or thereunder. Except as set forth in affects the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realeconomic value thereof.

Real Properties. A. Except as set forth in (a) Yadkin has Previously Disclosed to Main Street a listing of all real property owned by Yadkin (including Yadkin's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Yadkin) (collectively, the Disclosure Schedule"Yadkin Real Property"). With respect to each parcel of the Yadkin Real Property, Business and Corporation have Yadkin has good and marketable fee simple record title to the Yadkin 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 Yadkin Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the Yadkin Real Property. (b) The Yadkin Real Property complies in all material respects with all applicable federal, state and tolocal laws, regulations, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of the Yadkin Real Property upon which Yadkin's banking or other offices are situated, or which are used by Yadkin in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which they currently are used as a leasehold interest in and to, all matter of its real property assets right rather than as a conditional or nonconforming use. (c) All improvements and fixtures reflected included in or on the Latest Balance Sheet Yadkin Real Property are in good condition and all of its real property assets repair, ordinary wear and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Scheduletear excepted, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach condition which in any material respect interferes with Yadkin's use (or default thereof will interfere with Yadkin's use after the Merger) or thereunder. Except affects the economic value thereof. (d) Yadkin is not a party (whether as set forth in the Disclosure Schedule, none of the real property assets lessee or fixtures owned by Corporation or Business is subject lessor) to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction lease or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet rental agreement with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such any real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realproperty.

Real Properties. A. Except as set forth in Centennial has Previously Disclosed to Crescent Financial a listing of all real property owned or leased by Centennial (the Disclosure Schedule"Real Property") and all leases pertaining to any such Real Property to which Centennial is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Centennial has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Centennial (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 Centennial's lessor, each such Real Property Lease may be assigned to Crescent Financial and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Centennial, 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 Centennial, 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in Rowan has Previously Disclosed to FNB a listing of --------------- all real property owned or leased by Rowan or Rowan Bank (the Disclosure Schedule"Real Property") and all leases pertaining to any such Real Property to which Rowan or Rowan Bank is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Rowan or Rowan Bank has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Rowan or Rowan Bank (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 Rowan's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Rowan, 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 Rowan and Rowan Bank, 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in (a) HC Financial and High Country have Previously Disclosed to Yadkin a listing of all real property owned by HC Financial or High Country (including High Country's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by HC Financial and/or High Country) (collectively, the Disclosure Schedule"High Country Real Property") and all leases pertaining to any such Real Property to which HC Financial or High Country is a party (the "Real Property Leases"). With respect to each parcel of the High Country Real Property, Business HC Financial and Corporation High Country have good and marketable fee simple record title in to the High Country Real Property and toown the same free and clear of all mortgages, or a leasehold interest in liens, leases, encumbrances, title defects and toexceptions to title other than (i) the lien of current taxes not yet due and payable, all and (ii) such imperfections of its real property assets title and fixtures reflected in restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets High Country Real Property or which do not and fixtures sold in will not materially detract from, interfere with or restrict the ordinary course of business since the date present use of the Latest Balance Sheet)High Country Real Property or any future use consistent therewith. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (A) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with its terms, (B) there currently exists no circumstance or condition which constitutes an event of default by HC Financial or High Country (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 (C) subject to any required consent of HC Financial's or High Country's lessor, each such Real Property Lease may be assigned to Yadkin and the execution and delivery of this Agreement does not constitute an event of default thereunder. (b) The High Country Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental agency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), including those relating to zoning, building and use permits, and the parcels of the High Country Real Property upon which HC Financial's offices or High Country's banking or other offices are situated, or which are used by HC Financial or High Country in conjunction with their terms banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which they currently are used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the High Country Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any violation, breach condition which in any material respect interferes with HC Financial's or default thereof High Country's respective use (or thereunder. Except as set forth in will interfere with Yadkin's future use consistent therewith after the Disclosure Schedule, none of Merger and the real property assets Bank Merger) or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except affects the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realeconomic value thereof.

Real Properties. A. Except as set forth (a) The Corporation does not own or have any right, title or interest in any real property, except for the Corporation's leasehold interest in the Disclosure ScheduleLeased Premises. OR [B] (a) Schedule "0" attached hereto lists all real property owned by the Corporation and sets forth the legal description thereof. There are no agreements, Business options, contracts or commitments to sell, transfer or otherwise dispose of the Real Properties or which would restrict the ability of the Corporation to transfer the Real Properties. (b) The Corporation is the absolute beneficial owner of, and Corporation have has good and marketable title in fee simple record title in and to, or a leasehold interest in the Real Properties, free and to, all clear of its real property assets and fixtures reflected in the Latest Balance Sheet any and all of its real property assets and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Schedule, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record)Encumbrances, except the following (herein called "Permitted Liens"): for: (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; Encumbrances described in Schedule "L" attached hereto; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due due; and (iii) rights of parties in possession, zoning restrictions, easements, encroachments, rights-of-way, reservations and payable or being contested in good faith by appropriate proceedings. Except as set forth restrictions that run with the land and minor title defects (if any) which do not, in the Disclosure Scheduleaggregate, materially adversely affect the validity of title to or the value or marketability of the Real Properties or materially adversely affect the use of the Real Properties as they are presently used by the Corporation in connection with the Business. Complete and correct copies of all real properties owned by documents creating the Encumbrances described in Schedule "L" attached hereto have been provided to the Purchaser. (c) The Real Properties described in Schedule "0" and leased to Corporation or Business used in all buildings and structures located thereon and the conduct of its business are free from structural defectsthe Business as presently conducted do not violate, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth thereof in the Disclosure Schedulemanner in which presently used is not adversely affected by, each any zoning or building laws, ordinances, regulations, covenants or official plans. The Corporation has not received any notification alleging any such real property violation. Such buildings and its present use conform in all respects to all occupationalstructures do not encroach upon any lands not owned by the Corporation. There are no expropriation, safety condemnation or health, zoning, planning, subdivision, platting and similar Laws, and there isproceedings pending or, to the best of the knowledge of Corporation the Vendor and Businessthe Shareholder, no such Law contemplated that would affect adversely threatened, wi th respect to any of the right of Corporation Real Properties or Business to own or lease and operate and use such realany part thereof.

Real Properties. A. Except as set forth in Carolina has Previously Disclosed to FNB a listing --------------- of all real property owned or leased by Carolina or any subsidiary (the Disclosure Schedule"Real Property") and all leases pertaining to any such Real Property to which Carolina or any subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Carolina or any subsidiary has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Carolina, 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 Carolina 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in Community has Previously Disclosed to UCB a listing of all real property owned or leased by Community or its subsidiaries (the Disclosure Schedule"Real Property") and all leases pertaining to any such Real Property to which Community or its subsidiaries is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Community or its subsidiaries has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Community or its subsidiaries (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) execution and delivery of this Agreement does not constitute an event of default under any Real Property Lease. To the best knowledge and belief of management of Community, 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 Community 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except PARA does not own or lease any real property and has not previously owned or leased any real property. Target Bank has Previously Disclosed to Select Bank a list of all real property owned by Target Bank (the “Owned Real Property”) or leased by Target Bank (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) and all leases and ancillary documents pertaining to the Leased Real Property (the “Real Property Leases” and each a “Real Property Lease”), as set forth in well as a list of all real property previously owned or leased by Target Bank (the Disclosure Schedule“Previous Real Property”). With respect to all Real Property, Business and Corporation have Target Bank has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current Taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (x) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their its terms (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (y) there currently exists no circumstance or condition which constitutes an event of default by Target Bank (as lessor or lessee) or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (z) subject to any required consent of Target Bank’s lessor, each such Real Property Lease may be assigned to Select Bank at Closing without penalty or premium, and the execution and delivery of this Agreement does not constitute an event of default thereunder. The Owned Real Property and, to the Knowledge of Target Bank, the Leased Real Property, comply 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, 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in Carolina has Previously Disclosed to FNB a listing of all real property owned or leased by Carolina or any subsidiary (the Disclosure Schedule"Real Property") and all leases pertaining to any such Real Property to which Carolina or any subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Carolina or any subsidiary has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Carolina, 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 Carolina 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in BHS has Previously Disclosed to Bankshares a listing of all real property owned or leased by BHS (the Disclosure Schedule“Real Property”) and all leases pertaining to any such Real Property to which BHS is a party (the “Real Property Leases” and each “Real Property Lease”). With respect to all Real Property, Business and Corporation have BHS has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by BHS (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 BHS’s lessor, each such Real Property Lease may be assigned to the Bank or Bankshares and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of BHS, 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 BHS, 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in PSB has Previously Disclosed to Bancorp a listing of all real property owned or leased by PSB (the Disclosure Schedule“Real Property”) and all leases pertaining to any such Real Property to which PSB is a party (the “Real Property Leases” and each a “Real Property Lease”). With respect to all Real Property, Business and Corporation have PSB has good and marketable fee simple record title in and to, or a valid and subsisting leasehold interest in in, such Real Property and toowns the same free and clear of all mortgages, all liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of its real property assets current taxes not yet due and fixtures reflected in payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (x) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (y) there currently exists no circumstance or condition which constitutes an event of default by PSB (as lessor or lessee) or its respective lessor or lessee or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (z) subject to any required consent of PSB’s lessor, each such Real Property Lease may be assigned to the Bank or Bancorp and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of PSB, 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 PSB, 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 violation, breach or default condition which materially adversely affects the economic value thereof or thereunder. Except as set forth in materially adversely interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in Home Savings has Previously Disclosed to FNB a listing of all real property owned or leased by Home Savings or the Disclosure ScheduleSubsidiary (the "Real Property") and all leases pertaining to any such Real Property to which Home Savings or the Subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Business and Corporation have Home Savings or the Subsidiary has good and marketable fee simple record title in to such Real Property and toowns the same free and clear of all mortgages, or a leasehold interest in liens, leases, encumbrances, title defects and toexceptions to title other than (i) the lien of current taxes not yet due and payable, all and (ii) such imperfections of its real property assets title and fixtures reflected in restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Home Savings or the 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 Home Savings' lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best of the knowledge and belief of management of Home Savings, the Real Property (excluding other real estate owned) complies in all material respects 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, and the Real Property (excluding other real estate owned) 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 violation, breach or default condition which affects the economic value thereof or thereunder. Except as set forth in interferes (or will interfere after the Disclosure Schedule, none of Merger) with the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing contemplated use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realthereof.

Real Properties. A. Except as set forth in The Twentieth Bancorp Disclosure Statement and/or its Financial Statements lists all real property owned by Twentieth Bancorp and the Disclosure ScheduleBank including improvements thereon (including the Bank's banking facilities and all other real estate or foreclosed properties including improvements thereon owned by the Bank) ("Real Property") and all leases pertaining to any such Real Property to which Twentieth Bancorp or the Bank is a party ("Real Property Leases"). With respect to all Real Property, Business and Corporation have Twentieth Bancorp or the Bank has good and marketable fee simple record title in to such Real Property and toowns the same free and clear of all mortgages, or a leasehold interest in liens, leases, encumbrances, title defects and toexceptions to title other than (i) the lien of current taxes not yet due and payable, all and (ii) such imperfections of its real property assets title and fixtures reflected in restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Twentieth Bancorp or the Bank (as lessor or lessee) or its respective lessor or lessee which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best of the knowledge and belief of management of Twentieth Bancorp and the Bank, the Real Property complies in all material respects 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, and the Real Property may be used under applicable zoning ordinances for commercial purposes 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 violation, breach condition which interferes (or default thereof will interfere after the Merger) with the use or thereunder. Except as set forth in affects the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realeconomic value thereof.

Real Properties. A. Except First Savings has Previously Disclosed to --------------- BancShares a listing as set forth in of February 28, 1997, of all real property owned by First Savings or FSB (including FSB's banking facilities and all other real estate or foreclosed properties, including improvements, thereon owned by FSB) (the Disclosure Schedule"Real Property"). With respect to all Real Property, Business and Corporation have First Savings or FSB has good and marketable fee simple record title to 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. Neither First Savings nor FSB is a party (whether as lessee or lessor) to any lease or rental agreement with respect to any real property. To the Best Knowledge of management of First Savings and FSB, the Real Property complies in all material respects with all applicable federal, state and tolocal laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a leasehold interest in matter of right rather than as a conditional or nonconforming use. To the Best Knowledge of management of First Savings and toFSB, all of its real property assets improvements and fixtures reflected included in or on the Latest Balance Sheet Real Property are in good condition and all of its real property assets repair, ordinary wear and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Scheduletear excepted, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach condition which in any material respect interferes with FSB's use (or default thereof will interfere with FCB's use after the Merger) or thereunder. Except as set forth in affects the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realeconomic value thereof.

Real Properties. A. Except as set forth in The BBI Disclosure Statement and/or the Disclosure ScheduleBBI Financial Statements lists all real property owned by Beckxxx, Business XXI and Corporation have THC including improvements thereon (including Beckxxx'x xxxking facilities and all other real estate or foreclosed properties including improvements thereon owned by Beckxxx) ("Real Property") and all leases pertaining to any such Real Property to which Beckxxx, XXI or THC is a party ("Real Property Leases"). With respect to all Real Property, Beckxxx, XXI or THC has good and marketable fee simple record title in to such Real Property and toowns the same free and clear of all mortgages, or a leasehold interest in liens, leases, encumbrances, title defects and toexceptions to title other than (i) the lien of current taxes not yet due and payable, all and (ii) such imperfections of its real property assets title and fixtures reflected in restrictions, covenants and easements (including utility easements) which do not materially affect the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date value of the Latest Balance Sheet (except for real property assets Real Property and fixtures sold in which do not and will not materially detract from, interfere with or restrict the ordinary course of business since the date present or future use of the Latest Balance Sheet)properties subject thereto or affected thereby. Except as set forth in the Disclosure Schedule, With respect to each Real Property Lease (i) such leasehold interests are lease is valid and in full force and effect and enforceable in accordance with their terms its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Beckxxx, XXI or THC(as lessor or lessee) or its respective lessor or lessee which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best of the knowledge and belief of management of Beckxxx xxx BBI, the Real Property complies in all material respects 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, and the Real Property may be used under applicable zoning ordinances for commercial purposes or its historical purpose as a matter of right rather than as a conditional or nonconforming use. Except as disclosed in the BBI Disclosure Statement, 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 violation, breach condition which interferes (or default thereof will interfere after the Merger) with the use or thereunder. Except as set forth in affects the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realeconomic value thereof.

Real Properties. A. Except as set forth in the Disclosure Schedule(a) The Borrower and each Restricted Subsidiary has good, Business and Corporation have good insurable, exclusive, legal and marketable fee simple record title to the owned Real Property and the valid and enforceable power and unqualified 4162-5889-97814159-1327-7006 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 toclear of all 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 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 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”), or in which the Borrower or any 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 (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and toother relevant jurisdictions, all and the landlord with respect thereto, and (ii) any lease, sublease, license or sublicense of its real property assets such 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 fixtures reflected in the Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Schedule, such leasehold interests other bonds which are valid and in full force and effect and enforceable which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth prudent business practice in the Disclosure Schedule, none industry of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except the following (herein called "Permitted Liens"): (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. Except as set forth in the Disclosure Schedule, all real properties owned by and leased to Corporation or Business used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in the Disclosure Schedule, each such real property Borrower and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Corporation and Business, no such Law contemplated that would affect adversely the right of Corporation or Business to own or lease and operate and use such realRestricted Subsidiaries.

Real Properties. A. Except as set (a) Schedule D attached hereto lists all real property owned by the Corporation and sets forth in the Disclosure Schedulelegal description thereof. There are no agreements, Business options, contracts or commitments to sell, transfer or otherwise dispose of the Real Properties or which would restrict the ability of the Corporation to transfer the Real Properties. (b) The Corporation is the absolute beneficial owner of, and Corporation have has good and marketable title in fee simple record title in and to, or a leasehold interest in the Real Properties, free and to, all clear of its real property assets and fixtures reflected in the Latest Balance Sheet any and all of its real property assets and fixtures purchased or otherwise acquired since the date of the Latest Balance Sheet (except for real property assets and fixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in the Disclosure Schedule, such leasehold interests are valid and in full force and effect and enforceable in accordance with their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in the Disclosure Schedule, none of the real property assets or fixtures owned by Corporation or Business is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record)Encumbrances, except the following (herein called "Permitted Liens"): for: (i) liens securing specified liabilities or obligations shown on the Latest Balance Sheet with respect to which no breach, violation or default exists; Encumbrances described in Schedule L attached hereto; (ii) mechanics', carriers', workers' and other similar liens arising in the ordinary course of business; (iii) minor imperfections of title which do not impair the existing use of such real property assets or fixtures; and (iv) liens for current taxes not yet due due, and (iii) rights of parties in possession, zoning restrictions, easements, encroachments, rights-of-way, reservations and payable or being contested in good faith by appropriate proceedings. Except as set forth restrictions that run with the land and minor title defects (if any) which do not, in the Disclosure Scheduleaggregate, materially adversely affect the validity of title to or the value or marketability of the Real Properties or materially adversely affect the use of the Real Properties as they are presently used by the Corporation in connection with the Business. Complete and correct copies of all real properties owned by documents creating the Encumbrances described in Schedule L attached hereto have been provided to the Purchaser. (c) The Real Properties described in Schedule D and leased to Corporation or Business used in all buildings and structures located thereon and the conduct of its business are free from structural defectsthe Business as presently conducted do not violate, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth thereof in the Disclosure Schedulemanner in which presently used is not adversely affected by, each any zoning or building laws, ordinances, regulations, covenants or official plans. The Corporation has not received any notification alleging any such real property violation. Such buildings and its present use conform in all respects to all occupationalstructures do not encroach upon any lands not owned by the Corporation. There are no expropriation, safety condemnation or health, zoning, planning, subdivision, platting and similar Laws, and there isproceedings pending or, to the best of the knowledge of the Corporation and Businessthe Shareholder, no such Law contemplated that would affect adversely threatened, with respect to any of the right of Corporation Real Properties or Business to own or lease and operate and use such realany part thereof.