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 has Previously Disclosed to FNB (i) Schedule 5.1(q)(i) sets forth a listing list of all real property owned or leased by Integrity or any subsidiary leases, subleases, licenses and occupancy agreements in respect of the Leased Sites (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”). (ii) EchoStar and its Subsidiaries have good and valid leasehold estate in and the right to quiet enjoyment of the Leased Sites pursuant to a legal, valid and binding lease in full force and effect and enforceable in all material respects in accordance with its terms upon EchoStar, its Subsidiaries and, to the knowledge of the EchoStar Parties, each other Person that is a party to such lease. With respect to all each of the Transferred Real PropertyProperty Leases: (A) such Transferred Real Property Lease is valid and binding on EchoStar and each of its Subsidiaries party thereto and, Integrity to the knowledge of the EchoStar Parties, any other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) except which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither EchoStar, its Subsidiaries nor, to the knowledge of the EchoStar Parties, any other party to such Transferred Real Property Lease is in breach or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default thereunder; (C) no security deposit or portion thereof deposited with respect to such Transferred Real Property Lease has been applied in respect of a breach or default under such Transferred Real Property Lease which has not been redeposited in full; (D) neither EchoStar nor any of its Subsidiaries owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Transferred Real Property Lease; (E) to the knowledge of the EchoStar Parties, the counterparty to such Transferred Real Property Lease has not subleased, licensed or otherwise granted any Person (other than EchoStar or its Subsidiaries) the right to use or occupy the premises demised thereunder or any subsidiary portion thereof; (F) to the knowledge of the EchoStar Parties, the counterparty has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease; and (G) to the knowledge of the EchoStar Parties, there are no Liens on the estate or interest created by such Transferred Real Property Lease, other than Permitted Liens. (iii) EchoStar or any of its Subsidiaries has good and marketable fee simple title to, or a valid to all Owned Sites 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 is 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 Liens, other than Permitted Liens. Except as set forth on Schedule 5.1(q)(iii), there are no options, rights of Integrity’s lessorfirst offer or rights of first refusal to purchase any Owned Site or any material portion thereof. (iv) No Transferred Site is subject to any Order to be sold or is being condemned, each such Real Property Lease may be assigned expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to FNB and the execution and delivery knowledge of this Agreement does not constitute an event of default thereunder. The Real Property complies with all applicable federalthe EchoStar Parties, state and local lawshas any condemnation, regulations, ordinances expropriation or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance as does not 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 exceptedtaking been proposed, and there is no pending or, to the knowledge of the EchoStar Parties, threatened legislation introduced to change any zoning classification of any Transferred Site. (v) As of the date of this Agreement, there are no pending property insurance claims with respect to any interest of EchoStar or any of its Subsidiaries in any Transferred Site or any portion thereof. As of the date of this Agreement, the EchoStar Parties and their Subsidiaries have not 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 (A) requesting the EchoStar Parties or their Subsidiaries to perform any repairs, alterations, improvements or other work for such Transferred Site which the EchoStar Parties or their Subsidiaries have not completed in all material respects or (B) notifying the EchoStar Parties or their Subsidiaries of any defects or inadequacies in such Transferred Site, or other conditions, which would materially and adversely affect the insurability of such Transferred Site or the premiums for the insurance thereof. (vi) The use and operation of the Transferred Sites in the conduct or operations of the BSS Business does not exist violate any condition which materially adversely affects material contractual covenant, condition, restriction, easement, license, right of way or agreement. No Transferred Site or any buildings, structures, facilities, fixtures or other improvements thereon or the economic value use thereof contravenes or materially adversely interferes violates any building, zoning, administrative, occupational safety and health or other Applicable Law in any material respect. (vii) Except for the Contracts set forth on Schedule 5.1(q)(vii), neither EchoStar nor any of its Subsidiaries has entered into any lease, sublease, license or will interfere after other occupancy agreement to occupy space of any of the MergerTransferred Sites where EchoStar or any of its Subsidiaries is the lessor or sublessor or is otherwise similarly situated. (viii) with During the contemplated use thereofpast three (3) years, no Transferred Site has suffered any material damage, destruction or other casualty loss, whether or not covered by insurance. (ix) There is no Indebtedness secured over, relating to or listed on the title record for, any Transferred Site, other than Permitted Liens.

Real Properties. Integrity (a) Mutual has Previously Disclosed to FNB Bancorp a listing of all real property owned by Mutual (including Mutual’s banking facilities and all other real estate or leased foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary Mutual) (collectively, the “Mutual Real Property”) and all leases pertaining to any such Real Property real property leased to which Integrity Mutual or any subsidiary is leased by Mutual to a third party (the “Mutual Real Property Leases”). With respect to all each parcel of the Mutual Real Property, Integrity or any subsidiary Mutual has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such 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 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 Mutual Real Property or affected therebyany future use consistent therewith. With respect to each Mutual Real Property Lease (iA) such lease is valid and enforceable in accordance with its terms, (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary Mutual (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 (iiiC) subject to any required consent of Integrity’s lessor, each such Mutual Real Property Lease may be assigned to FNB Bancorp and/or M&F Bank and the execution and delivery of this Agreement Agreement, or the consummation of the transactions described herein will not and does not constitute an event of default thereunder. The under such Mutual Real Property complies 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 authorityor regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below), 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 Mutual Real Property may be 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 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 Mutual 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 Mutual’s use (or will interfere with Bancorp’s use after the Merger) or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

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

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

Real Properties. Integrity has Previously Disclosed (a) With respect to FNB a listing each parcel of all real property owned by Yadkin (including Yadkin's banking facilities and all other real estate or leased foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary Yadkin) (collectively, the “"Yadkin 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 Yadkin has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such 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 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 or which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto Yadkin Real Property or affected therebyany future use consistent therewith. With respect to each lease pertaining to any such Real Property Lease to which Yadkin is a party (ithe "Real Property Leases): (A) such lease is valid and enforceable in accordance with its terms, ; (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary 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 (iiiC) 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. . (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 authorityagency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 3.23 below), 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 Yadkin Real Property may be upon which Yadkin's banking or other offices are situated, or which are used by Yadkin 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 Yadkin 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 Yadkin's respective use or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity Community has Previously Disclosed to FNB UCB a listing of all real property owned or leased by Integrity Community or any subsidiary its subsidiaries (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity Community or any subsidiary its subsidiaries is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity Community or any subsidiary its subsidiaries 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 Community or any subsidiary 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) 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 thereunderunder any Real Property Lease. The 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 Integrity 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 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) Yadkin has Previously Disclosed to FNB Main Street a listing of all real property owned by Yadkin (including Yadkin's banking facilities and all other real estate or leased foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary Yadkin) (collectively, the “"Yadkin 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 Yadkin Real Property, Integrity or any subsidiary Yadkin has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such 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 properties subject thereto or affected thereby. With respect to each Yadkin 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 Yadkin 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 Yadkin Real Property may be 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 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 Yadkin 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 Yadkin's use (or will interfere with Yadkin's use after the Merger) or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof. (d) Yadkin is not a party (whether as lessee or lessor) to any lease or rental agreement with respect to any real property.

Real Properties. Integrity (a) Community Bank has Previously Disclosed to FNB Financial Corporation a listing of all real property owned or leased by Integrity Community Bank (including, without limitation, banking facilities and all other real estate or any subsidiary foreclosed properties, including improvements thereon, owned by Community Bank) (collectively the “"Community Bank Real Property”") and all leases leases, if any, pertaining to any such Community Bank Real Property to which Integrity or any subsidiary Community Bank is a party (the “"Community Bank Real Property Leases”"). With respect to all each parcel of the Community Bank Real PropertyProperty owned by Community Bank, Integrity or any subsidiary Community Bank has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, to such Community Bank 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 Community Bank Real Property and which do not and will not materially detract from, interfere with with, or restrict the present or future use of the properties subject thereto or affected therebyCommunity Bank Real Property. With respect to each Community Bank Real Property Lease Lease: (iA) such lease is valid and enforceable in accordance with its terms, ; (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity Community Bank or any subsidiary (as lessor or lessee) or its respective 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 ; (iiiC) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. ; and (D) there are no provisions restricting assignment. (b) The Community Bank Real Property complies in all material respects with all applicable federal, state state, and local laws, regulations, ordinances ordinances, or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, and the parcels of Community Bank Real Property upon which Community Bank's banking or other offices are situated, or which are used by Community Bank in conjunction with its banking or other offices or for other purposes, may be used under applicable zoning ordinances for commercial banking facilities the purposes for which they are currently used as a matter of right rather than as a conditional or nonconforming use. . (c) All improvements and fixtures included in or on the Community Bank Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially in any material respect interferes with Community Bank's use (or will interfere with Financial Corporation's use after the Exchange) or adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity PSB has Previously Disclosed to FNB Bancorp a listing of all real property owned or leased by Integrity or any subsidiary PSB (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary PSB is a party (the “Real Property Leases” and each a “Real Property Lease”). With respect to all Real Property, Integrity or any subsidiary PSB 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 (ix) such lease is valid and enforceable in accordance with its terms, (iiy) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary 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 (iiiz) subject to any required consent of IntegrityPSB’s lessor, each such Real Property Lease may be assigned to FNB the Bank or Bancorp 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 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 Integrity and its subsidiariesPSB, 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 First Savings has Previously Disclosed to FNB --------------- BancShares a listing as of February 28, 1997, of all real property owned by First Savings or leased FSB (including FSB's banking facilities and all other real estate or foreclosed properties, including improvements, thereon owned by Integrity or any subsidiary FSB) (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 First Savings or any subsidiary FSB has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, 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 (iI) the lien of current taxes not yet due and payable, and (iiII) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially 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 Neither First Savings nor FSB is a party (whether as lessee or lessor) to any lease or rental agreement with respect to each Real Property Lease (i) such lease is valid any real property. To the Best Knowledge of management of First Savings and enforceable in accordance with its termsFSB, (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 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, 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 To the Best Knowledge of management of First Savings and FSB, 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 in any material respect interferes with FSB's use (or will interfere with FCB's use after the Merger) or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity has Previously Disclosed to FNB a listing of The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned by Beck▇▇▇, ▇▇I and THC including improvements thereon (including Beck▇▇▇'▇ ▇▇▇king facilities and all other real estate or leased foreclosed properties including improvements thereon owned by Integrity or any subsidiary Beck▇▇▇) (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity Beck▇▇▇, ▇▇I or any subsidiary THC is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity Beck▇▇▇, ▇▇I or any subsidiary THC has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, 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. 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 Beck▇▇▇, ▇▇I or any subsidiary (as 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) 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 To the best of the knowledge and belief of management of Beck▇▇▇ ▇▇▇ 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, 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 purposes or its historical purpose as a matter of right rather than as a conditional or nonconforming use. All 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 condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use or affects the economic value thereof.

Real Properties. Integrity has Previously Disclosed to FNB a listing of The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned by ▇▇▇▇▇▇▇, BBI and THC including improvements thereon (including ▇▇▇▇▇▇▇'▇ banking facilities and all other real estate or leased foreclosed properties including improvements thereon owned by Integrity or any subsidiary ▇▇▇▇▇▇▇) (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity ▇▇▇▇▇▇▇, BBI or any subsidiary THC is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity ▇▇▇▇▇▇▇, BBI or any subsidiary THC has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, 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. 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 ▇▇▇▇▇▇▇, BBI or any subsidiary (as 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) 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 To the best of the knowledge and belief of management of ▇▇▇▇▇▇▇ and 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, 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 purposes or its historical purpose as a matter of right rather than as a conditional or nonconforming use. All 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 condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use or affects the economic value thereof.

Real Properties. Integrity has (a) HC Financial and High Country have Previously Disclosed to FNB Yadkin a listing of all real property owned by HC Financial or leased High Country (including High Country's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary HC Financial and/or High Country) (collectively, the “"High Country Real Property”") and all leases pertaining to any such Real Property to which Integrity HC Financial or any subsidiary High Country is a party (the “"Real Property Leases”"). With respect to all each parcel of the High Country Real Property, Integrity or any subsidiary has HC Financial and High Country have good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such to the High Country 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 High Country 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 High Country Real Property or affected therebyany future use consistent therewith. With respect to each Real Property Lease (iA) such lease is valid and enforceable in accordance with its terms, (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity HC Financial or any subsidiary 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 (iiiC) subject to any required consent of Integrity’s HC Financial's or High Country's lessor, each such Real Property Lease may be assigned to FNB 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 authorityagency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), 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 High Country Real Property may be 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 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 High Country 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 HC Financial's or High Country's respective use (or will interfere with Yadkin's future use consistent therewith 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.

Real Properties. Integrity has Previously Disclosed (a) BNC and the Bank have made available to FNB a listing of SSB documents with respect to all real property owned by BNC or leased the Bank (including the Bank’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary BNC and/or the Bank) (collectively, the “the Bank Real Property”) and all leases pertaining to any such Real Property to which Integrity BNC or any subsidiary the Bank is a party (the “Real Property Leases”). With respect to all each parcel of the Bank Real Property, Integrity or any subsidiary has BNC and the Bank have good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such to the Bank 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 Bank 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 Bank Real Property or affected therebyany future use consistent therewith. With respect to each Real Property Lease (iA) such lease is valid and enforceable in accordance with its terms, and (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity BNC or any subsidiary the 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 . (iiib) 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 Bank Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authorityagency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 3.21 below), 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 Bank Real Property may be upon which BNC’s offices or the Bank’s banking or other offices are situated, or which are used by BNC or the Bank 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 Bank 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 BNC’s or the Bank’s respective use or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity BHS has Previously Disclosed to FNB Bankshares a listing of all real property owned or leased by Integrity or any subsidiary BHS (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary BHS is a party (the “Real Property Leases” and each “Real Property Lease”). With respect to all Real Property, Integrity or any subsidiary BHS 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 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 IntegrityBHS’s lessor, each such Real Property Lease may be assigned to FNB the Bank or Bankshares 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 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 Integrity and its subsidiariesBHS, 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 Home Savings has Previously Disclosed to FNB a listing of all real property owned or leased by Integrity Home Savings or any subsidiary the Subsidiary (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity Home Savings or any subsidiary the Subsidiary is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity Home Savings or any subsidiary the Subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, 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. 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 Home Savings or any subsidiary 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 Integrity’s 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. The 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, except for such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, 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 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 has Previously Disclosed to FNB a listing of The Twentieth Bancorp Disclosure Statement and/or its Financial Statements lists all real property owned by Twentieth Bancorp and the Bank including improvements thereon (including the Bank's banking facilities and all other real estate or leased foreclosed properties including improvements thereon owned by Integrity or any subsidiary the Bank) (the “"Real Property”") and all leases pertaining to any such Real Property to which Integrity Twentieth Bancorp or any subsidiary the Bank is a party (the “"Real Property Leases”"). With respect to all Real Property, Integrity Twentieth Bancorp or any subsidiary the Bank has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, 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. 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 Twentieth Bancorp or any subsidiary 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) 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 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, 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 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 condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use or affects the economic value thereof.

Real Properties. Integrity has Previously Disclosed to FNB a listing of all (a) Schedule 4.8(a) lists by street address the real property owned or leased by Integrity or any subsidiary (the “Real Central Station Property”) and all leases pertaining subject to any such Real Property to which Integrity or any subsidiary is a party the real property lease for the central station located in St. P▇▇▇, Minnesota (the “Real Property LeasesLease”) and all other real property used by Seller in the Business or in which Seller has an interest (collectively, the “Properties”). With respect Schedule 4.8(a) also lists and describes all amendments and modifications to all the Real PropertyProperty 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, Integrity leases or uses any subsidiary real property other than the Properties listed on Schedule 4.8(a). (b) Except as set forth on Schedule 4.8(b), Seller has good and marketable fee simple title to, or a valid and subsisting enforceable leasehold interest inin all of the Properties, such Real Property and owns the same free and clear of all mortgagesLiens or other matters affecting title, liensuse or occupancy, leasesexcept for Permitted Liens. Except for Permitted Liens and as set forth on Schedule 4.8(b), encumbrancesSeller’s rights under such leasehold estates are not subordinate to, title defects and exceptions to title other than (i) or defeasible by, any Liens on the lien 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 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 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 which do not no event has occurred that with the lapse of time or giving of notice or both would constitute a material default thereunder. (c) The Central Station Property is served by all utilities, including water, sewage, gas, waste disposal, electricity 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 telephone necessary in accordance with its termspast practices for the operation of such Property, and Seller is not aware of any inadequacies with respect to such utilities. (iid) there The Properties constitute all interests in real property currently exists no circumstance used or condition currently held for use in connection with the Business and which constitutes an event are necessary for the continued operation of default by Integrity the Business as currently conducted. (e) Seller has not received any notice from any insurance company that has issued a policy of insurance with respect to the Central Station Property requiring performance of any structural or other repairs or alterations to the Central Station Property. (f) Except as set forth on Schedule 4.8(a), none of the Target Companies owns or holds, nor is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any subsidiary portion thereof or interest therein. (as lessor 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 lessee) or its respective lessor or which, with to exercise the passage power of time or the giving of required notices will or could constitute such an event of defaulteminent domain, 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 Seller has no knowledge 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 contemplated actions. (h) None of the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements 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 Target Companies has previously owned 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 has Previously Disclosed to FNB (i) Schedule ‎5.1(q)(i) sets forth a listing list of all real property owned or leased by Integrity or any subsidiary leases, subleases, licenses and occupancy agreements in respect of the Leased Sites (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”). (ii) EchoStar and its Subsidiaries have good and valid leasehold estate in and the right to quiet enjoyment of the Leased Sites pursuant to a legal, valid and binding lease in full force and effect and enforceable in all material respects in accordance with its terms upon EchoStar, its Subsidiaries and, to the knowledge of the EchoStar Parties, each other Person that is a party to such lease. With respect to all each of the Transferred Real PropertyProperty Leases: (A) such Transferred Real Property Lease is valid and binding on EchoStar and each of its Subsidiaries party thereto and, Integrity to the knowledge of the EchoStar Parties, any other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) except which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither EchoStar, its Subsidiaries nor, to the knowledge of the EchoStar Parties, any other party to such Transferred Real Property Lease is in breach or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default thereunder; (C) no security deposit or portion thereof deposited with respect to such Transferred Real Property Lease has been applied in respect of a breach or default under such Transferred Real Property Lease which has not been redeposited in full; (D) neither EchoStar nor any of its Subsidiaries owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Transferred Real Property Lease; (E) to the knowledge of the EchoStar Parties, the counterparty to such Transferred Real Property Lease has not subleased, licensed or otherwise granted any Person (other than EchoStar or its Subsidiaries) the right to use or occupy the premises demised thereunder or any subsidiary portion thereof; (F) to the knowledge of the EchoStar Parties, the counterparty has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease; and (G) to the knowledge of the EchoStar Parties, there are no Liens on the estate or interest created by such Transferred Real Property Lease, other than Permitted Liens. (iii) EchoStar or any of its Subsidiaries has good and marketable fee simple title to, or a valid to all Owned Sites 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 is 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 Liens, other than Permitted Liens. Except as set forth on Schedule ‎5.1(q)(iii), there are no options, rights of Integrity’s lessorfirst offer or rights of first refusal to purchase any Owned Site or any material portion thereof. (iv) No Transferred Site is subject to any Order to be sold or is being condemned, each such Real Property Lease may be assigned expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to FNB and the execution and delivery knowledge of this Agreement does not constitute an event of default thereunder. The Real Property complies with all applicable federalthe EchoStar Parties, state and local lawshas any condemnation, regulations, ordinances expropriation or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance as does not 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 exceptedtaking been proposed, and there is no pending or, to the knowledge of the EchoStar Parties, threatened legislation introduced to change any zoning classification of any Transferred Site. (v) As of the date of this Agreement, there are no pending property insurance claims with respect to any interest of EchoStar or any of its Subsidiaries in any Transferred Site or any portion thereof. As of the date of this Agreement, the EchoStar Parties and their Subsidiaries have not 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 (A) requesting the EchoStar Parties or their Subsidiaries to perform any repairs, alterations, improvements or other work for such Transferred Site which the EchoStar Parties or their Subsidiaries have not completed in all material respects or (B) notifying the EchoStar Parties or their Subsidiaries of any defects or inadequacies in such Transferred Site, or other conditions, which would materially and adversely affect the insurability of such Transferred Site or the premiums for the insurance thereof. (vi) The use and operation of the Transferred Sites in the conduct or operations of the BSS Business does not exist violate any condition which materially adversely affects material contractual covenant, condition, restriction, easement, license, right of way or agreement. No Transferred Site or any buildings, structures, facilities, fixtures or other improvements thereon or the economic value use thereof contravenes or materially adversely interferes violates any building, zoning, administrative, occupational safety and health or other Applicable Law in any material respect. (vii) Except for the Contracts set forth on Schedule ‎5.1(q)(vii), neither EchoStar nor any of its Subsidiaries has entered into any lease, sublease, license or will interfere after other occupancy agreement to occupy space of any of the MergerTransferred Sites where EchoStar or any of its Subsidiaries is the lessor or sublessor or is otherwise similarly situated. (viii) with During the contemplated use thereofpast three (3) years, no Transferred Site has suffered any material damage, destruction or other casualty loss, whether or not covered by insurance. (ix) There is no Indebtedness secured over, relating to or listed on the title record for, any Transferred Site, other than Permitted Liens.

Real Properties. Integrity First ▇▇▇▇▇▇ has Previously Disclosed to FNB Catawba and --------------- Bancshares a listing of all real property owned or leased by Integrity First ▇▇▇▇▇▇ and its Subsidiaries (including, without limitation, banking facilities and all other real estate or any subsidiary foreclosed properties owned by First ▇▇▇▇▇▇) (the “"First ▇▇▇▇▇▇ Real Property”") and all leases leases, if any, pertaining to any such First ▇▇▇▇▇▇ Real Property to which Integrity or any subsidiary First ▇▇▇▇▇▇ is a party (the “"First ▇▇▇▇▇▇ Real Property Leases”"). With respect to all First ▇▇▇▇▇▇ Real PropertyProperty owned by First ▇▇▇▇▇▇, Integrity or any subsidiary First ▇▇▇▇▇▇ has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, to 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 First ▇▇▇▇▇▇ Real Property and which do not and will not materially detract from, interfere with with, or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each First ▇▇▇▇▇▇ 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 First ▇▇▇▇▇▇ or any subsidiary (as lessor or lessee) or its respective 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 (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 To the best knowledge of management of First ▇▇▇▇▇▇, the First ▇▇▇▇▇▇ Real Property complies in all material respects with all applicable federal, state state, and local laws, regulations, ordinances 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 First ▇▇▇▇▇▇ 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 First ▇▇▇▇▇▇ Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially interferes with First ▇▇▇▇▇▇'▇ use or materially and adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

Real Properties. Integrity 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 FNB NCBC Bank a listing list of all real property owned by Select Bank or Select Real Estate Holdings, LLC (the “Owned Real Property”), or leased by Integrity Select Bank or any subsidiary Select Real Estate Holdings, LLC (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) ), and all leases and ancillary documents pertaining to any such the Leased Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property previously owned or leased by Select Bank or Select Real Estate Holdings, LLC (the “Previous Real Property”). With respect to all Real Property, Integrity Select Bank or any subsidiary Select Real Estate Holdings, LLC, 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 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 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 (ix) 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), (iiy) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary Select 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 (iiiz) subject to any required consent of IntegritySelect Bank’s lessor, each such Real Property Lease may be assigned to FNB NCBC 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 complies and, to the Knowledge of Select 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, 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 MergerMergers) with the contemplated use thereof.

Real Properties. Integrity (a) SSB has Previously Disclosed to FNB BNC a listing of all real property owned by SSB (including SSB’s banking facilities and all other real estate or leased foreclosed properties, including improvements thereon, owned by Integrity or any subsidiary SSB) (collectively, the “SSB Real Property”) and all leases pertaining to any such Real Property real property leased to which Integrity SSB or any subsidiary is leased by SSB to a third party (the “Real Property Leases”). With respect to all each parcel of the SSB Real Property, Integrity or any subsidiary SSB has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such to the 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 SSB 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 SSB Real Property or affected therebyany future use consistent therewith. With respect to each Real Property Lease (iA) such lease is valid and enforceable in accordance with its terms, (iiB) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary SSB (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 (iiiC) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB BNC and/or the Bank and the execution and delivery of this Agreement does not constitute an event of default thereunder. . (b) The SSB Real Property complies and Real Property Leases comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authorityor regulatory authority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), 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 parcels of the SSB Real Property and the Real Property may be Leases upon which SSB’s offices or other offices are situated, or which are used by SSB in conjunction with its 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 SSB 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 SSB’s use (or will interfere with BNC’s use after the Merger) or affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use thereof.

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

Real Properties. Integrity has Previously Disclosed to FNB a listing of (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 Leased Premises. OR [B] (a) Schedule "0" attached hereto lists all real property owned by the Corporation and sets forth the legal description thereof. There are no agreements, options, contracts or leased by Integrity commitments to sell, transfer or any subsidiary 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 “Real Property”) absolute beneficial owner of, 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 title in fee simple title to, or a valid and subsisting leasehold interest inthe Real Properties, such Real Property and owns the same free and clear of any and all mortgagesEncumbrances, liens, leases, encumbrances, title defects and exceptions to title other than except for: (i) the lien of Encumbrances described in Schedule "L" attached hereto; (ii) liens for current taxes not yet due and payabledue; and (iii) rights of parties in possession, and (ii) such imperfections of title and zoning restrictions, covenants easements, encroachments, rights-of-way, reservations and easements restrictions that run with the land and minor title defects (including utility easementsif any) which do not not, in the aggregate, materially adversely affect the validity of title to or the value or marketability of the Real Property and which do not and will not Properties or materially detract from, interfere with or restrict adversely affect 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 Properties as they are presently used by the Corporation 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, connection with the passage Business. Complete and correct copies of time or all documents creating the giving Encumbrances described in Schedule "L" attached hereto have been provided to the Purchaser. (c) The Real Properties described in Schedule "0" and all buildings and structures located thereon and the conduct of required notices will or could constitute such an event of defaultthe Business as presently conducted do not violate, and (iii) subject to the use thereof in the manner in which presently used is not adversely affected by, any required consent of Integrity’s lessorzoning or building laws, 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 lawsordinances, regulations, ordinances covenants or orders official plans. The Corporation has not received any notification alleging any such violation. Such buildings and structures do not encroach upon any lands not owned by the Corporation. There are no expropriation, condemnation or similar proceedings pending or, to the best of 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, the knowledge of the Vendor and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter Shareholder, threatened, wi th respect to any 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 Properties or any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplated use part thereof.

Real Properties. Integrity 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 FNB Select Bank a listing list of all real property owned by Target Bank (the “Owned Real Property”) or leased by Integrity or any subsidiary Target Bank (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) and all leases and ancillary documents pertaining to any such the Leased Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property previously owned or leased by Target Bank (the “Previous Real Property”). With respect to all Real Property, Integrity or any subsidiary Target 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 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 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 (ix) 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), (iiy) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary Target 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 (iiiz) subject to any required consent of IntegrityTarget Bank’s lessor, each such Real Property Lease may be assigned to FNB 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 complies 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, 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.