Common use of Real Properties Clause in Contracts

Real Properties. (a) Mutual has Previously Disclosed to Bancorp a listing of all real property owned by Mutual (including Mutual’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Mutual) (collectively, the “Mutual Real Property”) and all leases pertaining to any real property leased to Mutual or leased by Mutual to a third party (the “Mutual Real Property Leases”). With respect to each parcel of the Mutual Real Property, Mutual has good and marketable fee simple title to the Mutual 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 Mutual Real Property or which do not and will not materially detract from, interfere with or restrict the present use of the Mutual Real Property or any future use consistent therewith. With respect to each Mutual Real Property Lease (A) such lease is valid and enforceable in accordance with its terms, (B) there currently exists no circumstance or condition which constitutes an event of default by Mutual (as lessor or lessee) or its 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 lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F Bank and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and does not constitute an event of default under such Mutual Real Property Leases; and (b) The Mutual Real Property and Mutual Real Property Leases comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below), including those relating to zoning, building and use permits, and the parcels of the Mutual Real Property and the Mutual Real Property Leases upon which Mutual’s offices or other offices are situated, or which are used by Mutual 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 matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the Mutual Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with Mutual’s use (or will interfere with Bancorp’s use after the Merger) or affects the economic value thereof.

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

Real Properties. (a) Mutual United has Previously Disclosed to Bancorp FNB a listing of all real property owned or leased by Mutual United or any subsidiary (including Mutual’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Mutual) (collectively, the “Mutual Real Property”) and all leases pertaining to any real property leased such Real Property to Mutual which United or leased by Mutual to any subsidiary is a third party (the “Mutual Real Property Leases”). With respect to each parcel of the Mutual all Real Property, Mutual United or any subsidiary has good and marketable fee simple title to the Mutual 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 Mutual Real Property or and which do not and will not materially detract from, interfere with or restrict the present or future use of the Mutual Real Property properties subject thereto or any future use consistent therewithaffected thereby. With respect to each Mutual Real Property Lease (Ai) such lease is valid and enforceable in accordance with its terms, (Bii) there currently exists no circumstance or condition which constitutes an event of default by Mutual United or any subsidiary (as lessor or lessee) or its respective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (Ciii) subject to any required consent of United’s lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F Bank FNB and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and Agreement does not constitute an event of default under such Mutual thereunder. To the best knowledge and belief of management of United, the Real Property Leases; and (b) The Mutual Real Property and Mutual Real Property Leases comply in all material respects complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below)authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on United and its subsidiaries, and the parcels of the Mutual Real Property and the Mutual Real Property Leases upon which Mutual’s offices or other offices are situated, or which are may be used by Mutual in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used ordinances for the purposes for which they currently are used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the Mutual Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect materially adversely affects the economic value thereof or materially adversely interferes with Mutual’s use (or will interfere with Bancorp’s use after the Merger) or affects with the economic value contemplated use thereof.

Real Properties. (a) Mutual has Previously Disclosed to Bancorp a listing of The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned by Mutual ▇▇▇▇▇▇▇, BBI and THC including improvements thereon (including Mutual’s ▇▇▇▇▇▇▇'▇ banking facilities and all other real estate or foreclosed properties, properties including improvements thereon, thereon owned by Mutual▇▇▇▇▇▇▇) (collectively, the “Mutual "Real Property”") and all leases pertaining to any real property leased such Real Property to Mutual which ▇▇▇▇▇▇▇, BBI or leased by Mutual to THC is a third party (the “Mutual "Real Property Leases”"). With respect to each parcel of the Mutual all Real Property, Mutual ▇▇▇▇▇▇▇, BBI or THC has good and marketable fee simple title to the Mutual 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 Mutual Real Property or and which do not and will not materially detract from, interfere with or restrict the present or future use of the Mutual Real Property properties subject thereto or any future use consistent therewithaffected thereby. With respect to each Mutual Real Property Lease (Ai) such lease is valid and enforceable in accordance with its terms, (Bii) there currently exists no circumstance or condition which constitutes an event of default by Mutual (as ▇▇▇▇▇▇▇, BBI 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 (Ciii) subject to any required consent of lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F Bank and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and Agreement does not constitute an event of default under such Mutual thereunder. To the best of the knowledge and belief of management of ▇▇▇▇▇▇▇ and BBI, the Real Property Leases; and (b) The Mutual Real Property and Mutual Real Property Leases comply complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below)authority, including those relating to zoning, building and use permits, and the parcels of the Mutual Real Property and the Mutual Real Property Leases upon which Mutual’s offices or other offices are situated, or which are may be used by Mutual in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used ordinances for the commercial purposes for which they currently are used or its historical purpose as a matter of right rather than as a conditional or nonconforming use. (c) All . Except as disclosed in the BBI Disclosure Statement, all improvements and fixtures included in or on the Mutual Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with Mutual’s use (or will interfere with Bancorp’s use after the Merger) with the use or affects the economic value thereof.

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

Real Properties. (a) Mutual Select does not own or lease any real property and has not previously owned or leased any real property. Select Bank has Previously Disclosed to Bancorp NCBC Bank a listing list of all real property owned by Mutual Select Bank or Select Real Estate Holdings, LLC (including Mutual’s banking facilities the “Owned Real Property”), or leased by Select Bank or Select Real Estate Holdings, LLC (the “Leased Real Property” and all other real estate or foreclosed properties, including improvements thereon, owned by Mutual) (collectivelytogether with the Owned Real Property, the “Mutual Real Property”) ), and all leases and ancillary documents pertaining to any the Leased Real Property (the “Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property leased to Mutual previously owned or leased by Mutual to a third party Select Bank or Select Real Estate Holdings, LLC (the “Mutual Previous Real Property LeasesProperty”). With respect to each parcel of the Mutual all Real Property, Mutual Select Bank or Select Real Estate Holdings, LLC, has good and marketable fee simple title to the Mutual 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 Taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the Mutual Real Property or and which do not and will not materially detract from, interfere with or restrict the present or future use of the Mutual Real Property properties subject thereto or any future use consistent therewithaffected thereby. With respect to each Mutual Real Property Lease (Ax) such lease is valid and enforceable in accordance with its termsterms (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (By) there currently exists no circumstance or condition which constitutes an event of default by Mutual Select Bank (as lessor or lessee) or its lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (Cz) subject to any required consent of Select Bank’s lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F NCBC Bank at Closing without penalty or premium, and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and Agreement does not constitute an event of default under such Mutual thereunder. The Owned Real Property Leases; and (b) The Mutual , to the Knowledge of Select Bank, the Leased Real Property and Mutual Real Property Leases Property, comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below)authority, including those relating to zoning, building and use permits, and the parcels of the Mutual Real Property and the Mutual Real Property Leases upon which Mutual’s offices or other offices are situated, or which are may be used by Mutual in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used ordinances for the purposes for which they currently are used commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. (c) . All improvements and fixtures included in or on the Mutual Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect materially adversely affects the economic value thereof or materially adversely interferes with Mutual’s use (or will interfere with Bancorp’s use after the MergerMergers) or affects with the economic value contemplated use thereof.

Real Properties. (a) Mutual SSB has Previously Disclosed to Bancorp BNC a listing of all real property owned by Mutual SSB (including MutualSSB’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by MutualSSB) (collectively, the “Mutual SSB Real Property”) and all leases pertaining to any real property leased to Mutual SSB or leased by Mutual SSB to a third party (the “Mutual Real Property Leases”). With respect to each parcel of the Mutual SSB Real Property, Mutual SSB has good and marketable fee simple title to the Mutual SSB 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 Mutual SSB Real Property or which do not and will not materially detract from, interfere with or restrict the present use of the Mutual SSB Real Property or any future use consistent therewith. With respect to each Mutual Real Property Lease (A) such lease is valid and enforceable in accordance with its terms, (B) there currently exists no circumstance or condition which constitutes an event of default by Mutual SSB (as lessor or lessee) or its 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 lessor, each such Mutual Real Property Lease may be assigned to Bancorp BNC and/or M&F the Bank and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and Agreement does not constitute an event of default under such Mutual Real Property Leases; andthereunder. (b) The Mutual SSB Real Property and Mutual Real Property Leases comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 Paragraph 2.21 below), including those relating to zoning, building and use permits, and the parcels of the Mutual SSB Real Property and the Mutual Real Property Leases upon which MutualSSB’s offices or other offices are situated, or which are used by Mutual SSB 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 matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the Mutual SSB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which in any material respect interferes with MutualSSB’s use (or will interfere with BancorpBNC’s use after the Merger) or affects the economic value thereof.

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