Common use of Real Properties Clause in Contracts

Real Properties. Integrity has Previously Disclosed to FNB a listing of all real property owned or leased by Integrity or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, Integrity or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. 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 Integrity and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity (a) Seller has Previously Disclosed delivered to FNB a listing Purchaser true and complete copies of the Leases, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties has good record and marketable title in fee simple to such real property owned or leased by Integrity or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, Integrity or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgagesLiens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any facts, 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) circumstances or conditions which do not materially or would in any way adversely affect the value Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting 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 therebyProperties. With respect to each Real Property Each Lease (i) such lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or nor have any subsidiary (as lessor or lessee) or its respective lessor or events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the giving best of required notices will or could constitute such an event of defaultSeller's knowledge, the Real Properties and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB all improvements located thereon and the execution present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and delivery regulations of this Agreement does not constitute an event governmental authorities having jurisdiction thereof and, to the best of default thereunder. The Seller's knowledge, the construction, use and operation of the Real Property complies Properties by Seller are in substantial compliance with all applicable federalLaws. On or prior to Closing, state Seller shall deliver to Purchaser true and local lawscomplete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, regulationsSeller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, ordinances or orders expenses and damage incurred by Purchaser as a result of any governmental authoritySeller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, the Real Properties and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as Restaurants located thereon are in a matter state of right rather than as a conditional or nonconforming use. All improvements good maintenance and fixtures included in or on the Real Property repair and are in good condition and repairoperating condition, ordinary normal wear and tear excepted, and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there does not exist are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any condition landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which materially adversely affects they are intended and to which they are presently devoted including, without limitation, for the economic value thereof operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or materially adversely interferes threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are or will interfere after be located. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the Mergernormal use and operation of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with the contemplated use thereoftheir respective terms.

Real Properties. Integrity has Previously Disclosed to FNB (a) None of Sellers or any of the Purchased Entities owns any real property. (b) Section 5.3(b) of the Seller Disclosure Schedule sets forth a listing complete and correct list of the addresses of all of the real property owned leased, licensed or leased by Integrity otherwise granted (other than in fee) to Sellers (or any subsidiary Purchased Entity) pursuant to a Lease and each Lease with respect thereto (and all interests leased pursuant to such Leases, the “Leased Real PropertyEstate”) ), including all material written amendments or modifications to such Leases currently in effect. Sellers have delivered to Purchaser correct and complete copies of all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Purchased Real Property Leases”), including all material written amendments or modifications thereto currently in effect. As of the date hereof, no Seller (or Purchased Entity) is a sublessor or grantor under any sublease or other instrument granting to another Person (other than another Seller or Purchased Entity) any right to the possession, lease, occupancy or enjoyment of the Leased Real Estate, except as set forth on Section 5.3(b) of the Seller Disclosure Schedule. With respect to all each Lease pursuant to which the Leased Real PropertyEstate is leased, Integrity except as set forth in Section 5.3(b) of the Seller Disclosure Schedule and except with respect to any Bankruptcy-Related Default or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns payment default of the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than Debtors: (i) such Purchased Real Property Leases are in full force and effect and are valid, binding and enforceable against the lien applicable Seller (or Purchased Entity) and, to the Knowledge of current taxes Sellers, any counterparty to such Purchased Real Property Leases in accordance with their respective terms; (ii) no amount payable under any such Purchased Real Property Lease is past due (after giving effect to any notice and cure period); (iii) each Seller (and Purchased Entity) party to such Purchased Real Property Lease is in compliance in all material respects with all material commitments and obligations on its part to be performed or observed under each such Purchased Real Property Lease and, to the Knowledge of Sellers, there is no failure by any other party to any such Purchased Real Property Lease to comply in all material respects with all of its material commitments and obligations thereunder; (iv) as of the date hereof, no Seller (or Purchased Entity) has received any written notice (A) of a material default (which has not yet due been cured), offset or counterclaim under any such Purchased Real Property Lease, or, any other written communication calling upon it to comply with any material provision of any such Lease or asserting material noncompliance (which referenced material noncompliance has not been cured or waived), or asserting such Seller (or Purchased Entity) has waived or altered its material rights thereunder, and payableno event or condition has happened in the last 12 months or presently exists which constitutes a material default or, after notice or lapse of time or both, would constitute a material default under any such Purchased Real Property Lease on the part of any Seller (or any Purchased Entity) or, to the Knowledge of Sellers, any other party to such Purchased Real Property Lease, or (B) of any Action against any Seller under any such Purchased Real Property Lease which if adversely determined would result in such Purchased Real Property Lease being terminated; (v) no Seller (or Purchased Entity) has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any such Purchased Real Property Lease except for Permitted Liens; and (vi) to the extent that, as of the date hereof, any such Lease is within the period prescribed in such Lease for exercise of any extension or renewal option, each Seller (or Purchased Entity) has timely exercised, or has not waived its right to exercise, any option to extend or renew the term thereof. (c) Except as set forth in Section 5.3(c) of the Seller Disclosure Schedule and except for Permitted Liens, (i) Sellers (and the Purchased Entities) have good and valid leasehold interest in and to all Purchased Real Property Leases, and (ii) such imperfections to the Knowledge of title Sellers there are no pending or threatened (in writing) material condemnation proceedings by or before any Governmental Authority with respect to any Purchased Real Property Leases that would reasonably be expected to materially and restrictions, covenants and easements (including utility easements) which do not materially adversely affect the value applicable Seller’s (or Purchased Entity’s) leasehold interest in such Purchased Real Property Leases. (d) Except as set forth in Section 5.3(d) of the Seller Disclosure Schedule, the Leased Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use Estate constitutes all of the properties subject thereto real property assets used by Sellers (and the Purchased Entities) for the conduct of the Business in substantially the same manner as the operation of the Business as of the date hereof. (e) To the Knowledge of Sellers, the use and operation of the Leased Real Estate in the conduct of the Business does not violate in any material respect any Law, Consent, Lien or affected therebyagreement of any Governmental Authority. With To the Knowledge of Sellers, no improvements constituting a part of the Leased Real Estate encroach on any real property not owned, leased or licensed by Sellers (or the Purchased Entities) to the extent that removal of such encroachment would reasonably be expected to materially impair the manner and extent of the current use, occupancy and operation of such improvements. To the Knowledge of Sellers, there are no Liens, other than Permitted Liens, affecting the Leased Real Estate that materially impair (or otherwise adversely impact) the ability of any Seller (or any Purchased Entity) to use such property in the operation of the Business as currently conducted. (f) Except as set forth in Section 5.3(f) of the Seller Disclosure Schedule and except with respect to each any Bankruptcy-Related Default, Sellers (and the Purchased Entities) are in possession of the Leased Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of defaultEstate, and (iii) subject to any required consent enjoy peaceful and undisturbed possession of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. 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 Integrity and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofreal property.

Real Properties. Integrity The Company does not own and has Previously Disclosed to FNB a listing of all never owned any real property owned or leased by Integrity or property. Schedule 5.12 hereto lists any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party lease (the “Real Property Leases”). With respect , including the name and address of the landlord and the tenant, pursuant to all which the Company leases real property as of the date of this Agreement (the “Leased Real Property”) and each Contract and/or document relating to the use and/or occupancy of such real property, Integrity including all leases, subleases, offers to lease or any subsidiary agreements to lease, lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements. The Company has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value under each of the Real Property Leases and which do has not and will not materially detract fromgranted or is obligated under any option, interfere with right of first refusal or restrict the present other contractual rights to transfer, sell, purchase or future use otherwise dispose of the properties subject thereto or affected therebyany Leased Real Property. With respect to each Each Real Property Lease (i) such lease is valid in full force and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event effect; all rents and additional rents due as of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage date 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 Integrity’s lessor, this Agreement on each such Real Property Lease may be assigned have been paid and neither the Company, nor to FNB and the execution and delivery Knowledge of the Company, any other party to such Real Property Lease, is in material breach or default or has repudiated any material provision thereof. To the Knowledge of the Company, the lease of the Leased Real Property by the Company or the use thereof, as used by the Company on the date of this Agreement Agreement, does not constitute an event violate any local zoning or similar land use Laws. To the Knowledge of default thereunderthe Company, the Company is not in violation of or in noncompliance in any material respect with any material covenant, condition, restriction, order or easement affecting the Leased Real Property. There is no condemnation pending or, to the Knowledge of the Company, threatened affecting the Leased Real Property. The Real Property complies with all applicable federal, state Company has provided to the Purchaser complete and local laws, regulations, ordinances or orders correct copies 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 Integrity 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 useLeases and all amendments and waivers thereto. All improvements of the buildings, structures and fixtures appurtenances included in or on the Leased Real Property are in good operating condition and repair, in a state of good maintenance and repair (ordinary wear and tear excepted, ) and there does not exist any condition are adequate and suitable for the purposes for which materially adversely affects they are presently being used by the economic value thereof or materially adversely interferes (or will interfere after Company on the Merger) with the contemplated use thereofdate of this Agreement.

Real Properties. Integrity has (a) Main Street and Piedmont have Previously Disclosed to FNB Yadkin a listing of all real property owned by Main Street or leased Piedmont (including Piedmont's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary Main Street and/or Piedmont) (collectively, the “"Main Street Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”"). With respect to all each parcel of the Main Street Real Property, Integrity or any subsidiary has Main Street and Piedmont have good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such to the Main Street Real Property and owns own 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 Main Street Real Property and or which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Main Street Real Property Lease Property. (ib) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. The Main Street Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, and the parcels of the Main Street Real Property may be upon which Main Street's offices or Piedmont's banking or other offices are situated, or which are used by Main Street or Piedmont in conjunction with their banking or other offices or for other purposes, may, under applicable zoning ordinances ordinances, be used for commercial banking facilities 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 Main Street Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely in any material respect interferes with Main Street's or Piedmont's respective use (or will interfere with Yadkin's use after the Merger and the Bank Merger) or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof. (d) Neither Main Street nor Piedmont is party (whether as lessee or lessor) to any lease or rental agreement with respect to any real property.

Real Properties. Integrity has Previously Disclosed to FNB (a) SCHEDULE 1.1(e) attached hereto is a listing true and complete list of all real property owned or leased by Integrity or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (be conveyed to Buyer at the “Closing. The Real Property Leases”). With respect constitutes the only real property required to all Real Propertyoperate the Station in the manner it is presently operated. (b) Seller holds good, Integrity or any subsidiary has good marketable and marketable insurable fee simple title toto the Tower Site Property, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgagesLiens, liensexcept for Liens described in SCHEDULE 1.1(e) attached hereto, leasesand easements, encumbrancescovenants and non-monetary encumbrances granted in the ordinary course of business which do not interfere in any material respect with the operation of the Station on the Tower Site Property. (c) Seller has valid leasehold interests in the Studio Property, title defects free and exceptions to title other than clear of all Liens, except for (i) the lien rights of current taxes not yet due and payablesublessees which are identified on SCHEDULE 1.1(e), and (ii) such imperfections of title Liens described in SCHEDULE 1.1(e) attached hereto. Seller enjoys peaceful and restrictionsundisturbed possession under the Studio Lease. To Seller's knowledge, covenants no other party to the Studio Lease is in default thereunder or breach thereof, and easements the Studio Lease is valid and in full force and effect. (including utility easementsd) which do not materially affect the value None of the Real Property and lies in an area which do not and is, or, to the knowledge of Seller, will not materially detract frombe, interfere with subject to zoning, use, or restrict building code restrictions which would prohibit the present or future continued use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB in the radio broadcasting business, and no Real Property lacks or shall as of the Closing Date lack dedicated access from a public right of way. Except as disclosed on SCHEDULE 1.1(e), the Real Property and the execution improvements constructed thereon, as well as the current uses thereof, conform in all material respects with all restrictive covenants and delivery of this Agreement does not constitute an event of default thereunder. The Real Property complies with all applicable federalzoning, state environmental and local building codes, laws, rules and regulations, ordinances or orders of any governmental authorityincluding "set back" restrictions. There are no pending or, including those to Seller's knowledge, threatened condemnation proceedings relating to zoningany Real Property. (e) Any and all buildings, building and use permitsstructures, except for such noncompliance as does not fixtures, or would not have a Material Adverse Effect on Integrity 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 other improvements and fixtures included in or located on the Real Property and used in the operation of the Station: (i) are structurally sound and free of material defect; (ii) have been regularly maintained and are in good condition and repair, ordinary wear and tear excepted; and (iii) are equipped with all necessary mechanical and electrical facilities, and there does not exist any such equipment and facilities are in good working order, condition which materially adversely affects and repair; and (iv) are located entirely within the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofboundaries of such Real Property.

Real Properties. Integrity has Previously Disclosed to FNB a listing Section 2.9 of the Disclosure Schedule lists all real property properties either owned or leased by Integrity or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”)Company. With respect to all Real Propertyreal properties owned by the Company, Integrity or Section 2.9 of the Disclosure Schedule includes a common and legal description of each property. With respect to real properties leased by the Company, Section 2.9 of the Disclosure Schedule includes a brief description of the operating facilities located thereon, the annual rent payable thereon, the length of the term, any subsidiary option to renew with respect thereto and the notice and other provisions with respect to termination of rights to the use thereof. Except as set forth in Section 2.9 of the Disclosure Schedule, the Company has 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 Section 2.9 of the Disclosure Schedule, such leasehold interests are valid and subsisting leasehold interest in, such Real Property in full force and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid effect and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. 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 Integrity 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, their terms and there does not exist any condition which materially adversely affects the economic value violation, breach or default thereof or materially thereunder. Except as set forth in Section 2.9 of the Disclosure Schedule, none of the real property assets or fixtures owned by the Company 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 for any Permitted Liens. Except as set forth in Section 2.9 of the Disclosure Schedule, to the knowledge of the Company, after reasonable and diligent inquiry, all real properties owned by and leased to the Company 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 Section 2.9 of 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 the Company, no such Law contemplated that would affect adversely interferes (the right of the Company to own or will interfere after lease and operate and use such real properties. Except as set forth in Section 2.9 of the Merger) with Disclosure Schedule, all public utilities necessary for the contemplated use thereofand operation of any facilities on the aforesaid real properties are available for use or access at such properties and there is no legal or physical impairment to free ingress or egress from any of such facilities or real properties.

Real Properties. Integrity has Previously Disclosed to FNB (a) Section 2.16(a) of the Seller Disclosure Letter sets forth a listing list of all real property owned or leased by Integrity leases, subleases, licenses and occupancy agreements in respect of the Leased Sites pursuant to which Seller or any subsidiary of its Subsidiaries is a tenant, subtenant, licensee or occupant thereunder (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Transferred Real Property Leases”). With respect to all Real Property. (b) Seller or another member of the Seller Group as identified in Section 2.16(b) of the Seller Disclosure Letter has good, Integrity or any subsidiary has good valid and marketable indefeasible fee simple title toto each Owned Site and the ▇▇▇▇▇▇▇▇▇▇ Site and such good and valid fee title is not subject to any Liens, other than Permitted Liens. Except as set forth in Section 2.16(b) of the Seller Disclosure Letter, there are no options, rights of first offer or a rights of first refusal to purchase any Owned Site, the ▇▇▇▇▇▇▇▇▇▇ Site or any portion thereof. As of the Closing Date, the applicable Acquired Entity will have good, valid and indefeasible fee simple title to each Owned Site and such good and valid fee title will not be subject to any Liens, other than Permitted Liens. (c) Seller or the applicable member of the Seller Group as identified in Section 2.16(a) of the Seller Disclosure Letter has valid and subsisting leasehold interest ininterests in the Leased Sites, such Real Property and owns the same free and clear of all mortgagesLiens, liens, leases, encumbrances, title defects and exceptions to title other than Permitted Liens. As of the Closing Date, the applicable Acquired Entity will have valid and subsisting leasehold interests in the applicable Leased Sites, the ▇▇▇▇▇▇▇▇▇▇ Leasehold Site and the leasehold interests under Interim Leases (if any), free and clear of all Liens, other than Permitted Liens. (d) No parcel of any Owned Site, no parcel of the ▇▇▇▇▇▇▇▇▇▇ Site and, to the Knowledge of Seller, no parcel on which any Leased Site is located is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to the Knowledge of Seller, has any condemnation, expropriation or taking been proposed. (e) Except as set forth in Section 2.16(e) of the Seller Disclosure Letter, as of the date of this Agreement, there are no pending material property insurance claims with respect to any interest of any member of the Seller Group in any Transferred Site or any portion thereof. As of the date of this Agreement, neither Seller nor any other member of the Seller Group has received any written notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Transferred Site or any portion thereof (i) requesting Seller or any other member of the lien Seller Group to perform any material repairs, alterations, improvements or other work to any portion of current taxes a Transferred Site which Seller has not yet due and payable, and completed in full or (ii) notifying Seller or any other member of the Seller Group of any defects or inadequacies in such imperfections Transferred Site which would materially and adversely affect the insurability of title and restrictionssuch Transferred Site or the premiums for the insurance thereof. (f) Except for the Transferred Customer Contracts, covenants and easements the Shared Customer Contracts (including utility easementsany such Transferred Customer Contracts and Shared Customer Contracts entered into after the date hereof in compliance with Section 4.01 hereof) which do not materially affect and the value Transferred Tenant Leases, neither Seller nor any other member of the Real Property and which do not and will not materially detract fromSeller Group has entered into or is otherwise bound by any lease, interfere with sublease, license, option, right or restrict agreement granting to any Person the present right to use or future use occupy all or any portion of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. 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 Integrity and its subsidiaries, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereofTransferred Sites.

Real Properties. Integrity has Previously Disclosed to FNB a listing of all real property owned or leased by Integrity or any subsidiary (Except as set forth in the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (Disclosure Schedule, the “Real Property Leases”). With respect to all Real Property, Integrity or any subsidiary Company has good and marketable fee simple record title toin and to all of the real property assets and fixtures included in the Assets. Except as set forth in the Disclosure Schedule, to the best knowledge of the Company none of the real property assets or a valid and subsisting leasehold interest infixtures owned by the Company is subject to any mortgage, such Real Property and owns the same free and clear pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than any kind or nature (whether or (i) Liens securing specified liabilities or obligations shown on the lien Latest Unaudited 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 materially impair the existing use of such real property assets or fixtures; (iv) Liens for current taxes Taxes not yet due and payablepayable or being contested in good faith by appropriate proceedings; and (v) recorded real estate covenants, conditions, restrictions, easements, building or land use restrictions, and (ii) such imperfections of title and restrictionsother encumbrances, covenants and easements (including utility easements) which do not materially affect in any material respect, individually or in the aggregate, diminish the value of, or interfere with the current use of, such real property. Except as set forth in the Disclosure Schedule, to the best knowledge of the Real Property and which do not and will not materially detract fromCompany, interfere with or restrict all real properties owned by the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its termsCompany are free from structural defects, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. 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 Integrity 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 operating condition and repair. Except as set forth in the Disclosure Schedule, ordinary wear to the best knowledge of the Company each such real property and tear exceptedits present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there does is, to the knowledge of Company, no such Law contemplated that would affect adversely the right of Company to own or lease and operate and use such real properties. Except as set forth in the Disclosure Schedule, to the best knowledge of the Company all public utilities necessary for the current use and operation of any facilities on the aforesaid real properties are available for use or access at such properties and there is no legal or physical impairment to free ingress or egress from any of such facilities or real properties. The Company is not exist any condition which materially adversely affects a foreign person and is not controlled by a foreign person, as the economic value thereof or materially adversely interferes (or will interfere after term foreign person is defined in Section 1445(f)(3) of the Merger) with the contemplated use thereofCode.

Real Properties. Integrity Rowan has Previously Disclosed to FNB a listing of --------------- all real property owned or leased by Integrity Rowan or any subsidiary Rowan Bank (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity Rowan or any subsidiary Rowan Bank is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity Rowan or any subsidiary Rowan Bank has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity Rowan or any subsidiary 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 Integrity’s 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. The 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 Integrity Rowan and its subsidiariesRowan 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 condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.