Common use of Real Property Matters Clause in Contracts

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property and improvements thereon (collectively, the “Property Examination”), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial identifies one or more “Material Defects” (as defined below), 1st Financial will give prompt written notice thereof to AB&T describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “Material Defect” shall include: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the Real Property, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute a breach of representations and warranties contained in Paragraph 2.15 or 2.20, relating or with respect to any of the AB&T Real Property, in either such case that 1st Financial reasonably believes will materially and adversely affect its use of that Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T Real Property; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property and indicating that (A) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T Real Property, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T Real Property (including, without limitation, any removal or disposal of materials from the AB&T Real Property) which constitutes or would constitute a violation of any Environmental Law or any contract or other agreement between either AB&T or Alliance and any other person or entity, as to which, in either such case, 1st Financial reasonably believes, based on the advice of legal counsel or other consultants, that, before or after the Effective Time, either AB&T or Alliance, or 1st Financial, respectively, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) In the event that: (i) 1st Financial reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or 1st Financial could incur in fully correcting all Material Defects identified by 1st Financial that are described in Paragraphs 6.08(b)(i), (iii) and/or (iv) above, plus (B) all other amounts for which either AB&T or Alliance or 1st Financial could become responsible or liable related to all those Material Defects as described in Paragraph 6.08(b), in either case whether before or after the Effective Time, exceeds an aggregate of $500,000, or (ii) 1st Financial identifies one or more Material Defects described in Paragraph 6.08(b)(ii) above, then 1st Financial shall have the right and option, exercisable upon written notice to AB&T, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (d) It is contemplated that 1st Financial will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands and agrees that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed by the Property Examination or Environmental Survey reveal a Material Defect, then 1st Financial may exercise its rights under this Paragraph 6.08 without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure to 1st Financial, or any other communication to 1st Financial or any of its officers or advisers, prior to the date of this Agreement, or otherwise.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial FCB may cause to be conducted (i) any inspection it deems appropriate of any or all Parcels, including, but not limited to, a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property Parcels and improvements thereon thereon, all easements, and all rights appurtenant to the Parcels (collectively, the “"Property Examination”"), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real PropertyParcels and any Loan Collateral, together with such other studies, testing and intrusive sampling and analyses as 1st Financial FCB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that any investigations investigation or reviews conducted by or on behalf of 1st Financial FCB shall be performed in such a manner as will no not interfere unreasonably with AB&T’s and Alliance’s Mountain 1st's normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial FCB identifies one or more “"Material Defects” " (as defined below), 1st Financial FCB will give prompt written notice thereof to AB&T 1st Financial describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “the term "Material Defect” " shall includemean: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection imperfection, or title irregularity relating to any of the Real PropertyParcels, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s the 1st Financial Companies' ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute constitute, or with the passage of time or otherwise will constitute, a breach of representations and warranties contained in Paragraph 2.15 3.17 or 2.203.22, relating or with respect to any of the AB&T Real Property, in either such case Parcels that 1st Financial FCB reasonably believes will materially and adversely affect its use of that Real Property Parcel for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T Real PropertyParcel; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property Parcel (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property Parcel or Loan Collateral and indicating that (A) there likely has been a the presence, use, production, generation, handling, transportation, treatment, storage, control, testing, processing, distribution, emission, discharge, disposal, release, release or threatened release, or emission by any person release of any Hazardous Substance on, from, under, at, adjacent to, or relating to that AB&T Real PropertyParcel or Loan Collateral, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T Real Property a Parcel or Loan Collateral (including, without limitation, any removal or disposal of materials from the AB&T Real Propertya Parcel or Loan Collateral) which constitutes or would constitute a violation of any Environmental Law or any contract or other agreement between either AB&T or Alliance any of the 1st Financial Companies and any other person or entityPerson, as to which, in either such case, 1st Financial FCB reasonably believes, based on the advice of legal counsel or other consultants, that, before or after the Effective Time, either AB&T any of the 1st Financial Companies or Alliance, or 1st FinancialFCB, respectively, could incur costs or become responsible or liable for assessment, removal, clean-up, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties penalties, or other corrective action. However, notwithstanding anything contained in this Paragraph 7.05(b) to the contrary, those specific facts, conditions and circumstances Previously Disclosed to FCB under Paragraph 3.17 regarding the Parcels located at (A) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, (B) Cliff Dwellers Inn, 116 Lakeview Terrace, Blowing Rock, North Carolina, and (C) ▇▇▇▇▇ Creek Condominiums, Asheville, North Carolina, shall not be deemed to be Material Defects for purposes of this Paragraph 7.05. (c) In the event that: (i) 1st Financial FCB reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or any of the 1st Financial Companies or FCB could incur in fully correcting all Material Defects identified by 1st Financial FCB that are described in Paragraphs 6.08(b)(i7.05(b)(i), (iii) and/or (iv) above, plus (B) all other amounts for which either AB&T or Alliance or any of the 1st Financial Companies or FCB could reasonably become responsible or liable related to all those Material Defects as described in Paragraph 6.08(b7.05(b)(iv), in either case whether before or after the Effective Time, exceeds an aggregate of $500,0001,000,000, or (ii) 1st Financial FCB identifies one or more Material Defects described in Paragraph 6.08(b)(ii7.05(b)(ii) aboveabove which, then 1st Financial individually or in the aggregate, are deemed by FCB, at its discretion, and in good faith, to so adversely affect the economic or business benefits FCB reasonably expects to derive from this Agreement and the Merger as to render it inadvisable for it to consummate the Merger, then, in either such case, FCB shall have the right and option, exercisable upon written notice to AB&T1st Financial, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial FCB concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt written notice of termination to AB&T1st Financial; provided, however, that 1st Financial FCB shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, or to remedy, any such Material Defect. (d) It is contemplated that 1st Financial FCB will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands 1st Financial and agrees Mountain 1st understand and agree, that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed by the Property Examination or Environmental Survey (other than those Previously Disclosed facts, conditions, circumstances or other matters specifically referenced above related to the properties identified in Paragraph 7.05(b) above) reveal a Material Defect, then 1st Financial FCB may exercise its rights under this Paragraph 6.08 7.05 without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial FCB or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure by 1st Financial to 1st FinancialFCB, or any other communication to 1st Financial FCB or any of its officers or advisers, prior to the date of this Agreement, or otherwise.

Real Property Matters. (a) A. At its option and expense, following the date of this Agreement 1st Financial and until the date that is ten business days prior to the Closing Date, Buyer may cause to be conducted (i) a title examinationexamination of the Real Property (the “Title Examination”), (ii) a physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property and improvements thereon (collectively, the “Property Examination”), and (iiiii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial Buyer shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations investigation or reviews conducted by or on behalf of 1st Financial Buyer shall be performed in such a manner as will no not interfere unreasonably with AB&T’s and AllianceSeller’s normal operations. If, in the course of the Title Examination, the Property Examination or the Environmental Survey, 1st Financial Buyer identifies one or more “Material Defects” (as defined below), 1st Financial Buyer will give prompt written notice thereof to AB&T Seller describing the facts or conditions constituting each such Material Defect. (b) B. For purposes of this Agreement, a “Material Defect” shall includeinclude any of the following: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the Real Property, including without limitation which would be listed as an exception on the existence of any facts or circumstances commitment for Buyer’s title insurance policy on that adversely affect any of either AB&T’s or Alliance’s ability Real Property and to enforce any Lease Agreement or its rights in any leasehold interest thereunderwhich Buyer reasonably objects; (ii) the existence of (a) any zoning or land use restriction, easement, covenant or other restrictionrestriction or matter of public record or revealed by survey, or the existence of (b) any other facts or conditions that constitute a breach of Seller’s representations and warranties contained in Paragraph 2.15 or 2.20this Agreement, relating or with respect to any of the AB&T Real Property, in either such case that 1st Financial Buyer reasonably believes will materially and adversely affect its use of that Real Property for the purpose for which purpose, and in the manner manner, in which it currently is used by Seller or the value or marketability of that AB&T Real Property; (iii) the existence of any material structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property (including any equipment, fixtures or other components related thereto)) that would reasonably be expected to adversely affect the value of the Real Property in a manner that would cause Buyer to incur expenses in excess of Seven Thousand Five Hundred Dollars ($7,500) to cure or correct; or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property and indicating that (Aa) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T Real Property, or (Bb) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T Real Property (including, without limitation, any removal or disposal of materials from the AB&T Real Property) which constitutes or would constitute a violation of any Environmental Law or any contract or other agreement between either AB&T or Alliance Seller and any other person or entity, as to which, in either such case, 1st Financial Buyer reasonably believes, based on the advice of its legal counsel or other consultants, that, before or after the Effective Time, either AB&T or AllianceBuyer, or 1st Financial, respectivelyas the purchaser of that Real Property, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) In the event that: C. Following any such notice to Seller, Seller shall, within 30 days, notify Buyer either that (i) 1st Financial reasonably believes Seller will correct the Material Defect to Buyer’s reasonable satisfaction, or (ii) that (A) Seller will not correct the total Material Defect. Seller shall have no obligation to correct any Material Defect. If Seller chooses to correct the Material Defect, completion of the costs and expenses that either AB&T or Alliance or 1st Financial could incur in fully correcting all Material Defects identified by 1st Financial that are described in Paragraphs 6.08(b)(i), (iii) and/or (iv) above, plus (B) all other amounts for which either AB&T or Alliance or 1st Financial could become responsible or liable related corrective actions to all those Material Defects as described in Paragraph 6.08(b), in either case whether before or after Buyer’s reasonable satisfaction prior to the Effective Time, exceeds an aggregate or Buyer’s reasonable satisfaction with arrangements made by Seller to assure completion of $500,000necessary corrective actions following the Effective Time, or (ii) 1st Financial identifies one or more shall be a condition precedent to Buyer’s obligations under this Agreement. If Seller chooses not to correct the Material Defects described in Paragraph 6.08(b)(ii) aboveDefect, then 1st Financial then, notwithstanding any other provision of this Agreement to the contrary, Buyer shall have the right and optionoption to either (i) accept the Real Property with the Material Defect, exercisable upon written notice to AB&T, or (ii) to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (d) It is contemplated that 1st Financial will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands and agrees that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed by the Property Examination or Environmental Survey reveal a Material Defect, then 1st Financial may exercise its rights under this Paragraph 6.08 without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure to 1st Financial, or any other communication to 1st Financial or any of its officers or advisers, prior to the date of this Agreement, or otherwise.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial FCB may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property and improvements thereon (collectively, the “Property Examination”), ) and (ii) site inspections, environmental assessments, historic reviews, regulatory analyses, and regulatory analyses of any or all environmental assessments of the AB&T Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial FCB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial identifies one or more FCB discovers a “Material DefectsDefect” (as defined below)) with respect to the Real Property, 1st Financial FCB will give prompt written notice thereof to AB&T PCB describing the facts or conditions constituting each such the Material Defect. , and FCB shall have the option exercisable upon written notice to PCB to (bi) waive the Material Defect, or (ii) unless PCB is able to, and actually does, cure the Material Defect to FCB’s reasonable satisfaction within a reasonable period of time following such notice and without making payments or incurring costs and expenses in excess of an aggregate of $500,000 for all Material Defects related to all Real Property, terminate this Agreement. For purposes of this Agreement, a “Material Defect” shall include: (ia) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the Real Property, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, title imperfection or title irregularity, or the existence of any facts or conditions that constitute a breach of PCCC’s and PCB’s representations and warranties contained in Paragraph 2.15 2.16 or 2.20, relating or with respect to any of the AB&T Real Property2.21, in either such case that 1st Financial FCB reasonably believes will materially and adversely affect its use of that any parcel of the Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T any parcel of the Real Property;, or as to which FCB otherwise objects; or (iiib) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property (including any equipment, fixtures or other components related thereto); or) that FCB reasonably believes would cost an aggregate of $500,000 or more to repair, remove or correct as to all such Real Property; (ivc) the existence of facts or circumstances relating to any of the AB&T Real Property and indicating reflecting that (Ai) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T the Real Property, or (Bii) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T the Real Property (including, without limitation, any removal or disposal of materials from the AB&T Real Property) which constitutes or would constitute a violation of any Environmental Law Laws or any contract or other agreement between either AB&T PCCC or Alliance PCB and any other person or entity, as to which, in either such case, 1st Financial FCB reasonably believes, based on the advice of legal counsel or other consultants, thatthat PCCC or PCB could become responsible or liable, before or after that FCB could become responsible or liable, following the Effective Time, either AB&T or Alliance, or 1st Financial, respectively, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including including, without limitation limitation, any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) In action and in connection with which the event that: (i) 1st Financial reasonably believes that (A) the total amount of the costs and expenses that either AB&T expense or Alliance liability which PCCC or 1st Financial PCB could incur in fully correcting all Material Defects identified by 1st Financial that are described in Paragraphs 6.08(b)(i)incur, (iii) and/or (iv) above, plus (B) all other amounts or for which either AB&T or Alliance or 1st Financial FCB could become responsible or liable related to all those Material Defects as described in Paragraph 6.08(b)liable, in either case whether before following consummation of the Merger at any time or after the Effective Timeover any period of time, exceeds could equal or exceed an aggregate of $500,000, or (ii) 1st Financial identifies one 500,000 or more Material Defects described in Paragraph 6.08(b)(ii) above, then 1st Financial shall have the right and option, exercisable upon written notice as to AB&T, to terminate this Agreementall such Real Property. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (d) It is contemplated that 1st Financial FCB will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands PCCC and agrees PCB understand and agree, that, upon completion of the Property Examination and Environmental Survey, if any of the above facts, conditions, circumstances or other matters revealed may be deemed by the Property Examination or Environmental Survey reveal FCB to constitute a “Material Defect, then 1st Financial ,” with the result that (subject to PCB’s above right to cure) FCB may exercise its rights under right to terminate this Paragraph 6.08 Agreement, without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial FCB or its officers or advisers advisors of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto on the date of this Agreement and without regard to the fact that any Previous Disclosure such Material Defect or the facts, conditions, circumstances or other matters relating thereto have been disclosed by PCCC or PCB to 1st FinancialFCB, or any other communication to 1st Financial or any of its officers or advisers, advisors prior to the date of this Agreement, Agreement (whether pursuant to Paragraph 10.13 below or otherwise).

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial Agreement, FCB may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T SFC Real Property and improvements thereon (collectively, the “Property Examination”), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T SFC Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial FCB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial FCB identifies one or more “Material Defects” (as defined below), 1st Financial FCB will give prompt written notice thereof to AB&T SNB describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “Material Defect” shall include: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the SFC Real Property, including without limitation other than (A) SFC Real Property leased by FFI as its offices (“FFI Real Estate”), (B) other real property that was acquired by SNB in connection with the existence foreclosure in the ordinary course of any facts its business of a mortgage that secured one of its Loans (“SNB OREO”), or circumstances that adversely affect any of either AB&T(C) with respect to SNB’s or Alliancelandlord’s ability to enforce any Lease Agreement or its rights fee title (but not SNB’s leasehold interest) in any leasehold interest thereunderSFC Real Property currently leased by SNB at ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute a breach of SFC’s and SNB’s representations and warranties contained in Paragraph 2.15 3.16 or 2.203.21, relating or with respect to any of the AB&T SFC Real Property, other than FFI Real Estate or SNB OREO, in either such case that 1st Financial FCB reasonably believes will materially and adversely affect its use of that SFC Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T SFC Real Property; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T SFC Real Property Property, other than FFI Real Estate or SNB OREO (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T SFC Real Property Property, other than FFI Real Estate, and indicating other than SNB OREO which has not been operated or managed by SNB and with respect to which SNB has not engaged in any activities that would result in its loss of lender liability protections under applicable Environmental Laws, reflecting that (A) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T SFC Real Property, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T SFC Real Property (including, without limitation, any removal or disposal of materials from the AB&T SFC Real Property) which constitutes or would constitute a violation of any Environmental Law Laws or any contract or other agreement between either AB&T or Alliance any of the SFC Companies and any other person or entity, as to which, in either such case, 1st Financial FCB reasonably believes, based on the advice of legal counsel or other consultants, thatthat any of the SFC Companies could incur costs or become responsible or liable, or that FCB could incur costs or become responsible or liable, whether before or after the Effective Time, either AB&T or Alliance, or 1st Financial, respectively, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) Notwithstanding anything contained in this Agreement to the contrary, no condition or circumstance described in Paragraph 7.04(b) shall be deemed to be a Material Defect if, following receipt of the notice thereof from FCB, SFC and SNB shall cure or correct the condition or circumstances giving rise to that Material Defect in a manner and to an extent reasonably satisfactory to FCB. (d) In the event that: (i) 1st Financial FCB reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or 1st Financial it could incur in fully correcting all Material Defects identified by 1st Financial it that are described in Paragraphs 6.08(b)(i), (iii7.04(b)(i) and/or (iviii) above, plus (B) the total of the costs and expenses that FCB could incur in fully correcting all Material Defects identified by it that are described in Paragraph 7.04(b)(iv) and/or all other amounts for which either AB&T or Alliance or 1st Financial any of the SFC Companies could become responsible or liable liable, or for which FCB could become responsible or liable, whether before or after the Effective Time, related to all those Material Defects as described in Paragraph 6.08(b7.04(b)(iv), plus (C) the total of the costs and expenses incurred, or which would be incurred prior to Closing, by SFC and SNB in either case whether before or after the Effective Timecorrecting Material Defects as provided in Paragraph 7.04(c) above, exceeds exceed an aggregate of $500,0001,500,000, or (ii) 1st Financial FCB identifies one or more Material Defects described in Paragraph 6.08(b)(ii7.04(b)(ii) above, then 1st Financial FCB shall have the right and option, exercisable upon written notice to AB&TSFC, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (de) It is contemplated that 1st Financial FCB will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands SFC and agrees SNB understand and agree, that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed described in Paragraph 7.04(b) may be deemed by the Property Examination or Environmental Survey reveal FCB to constitute a Material Defect, then 1st Financial with the result that FCB may exercise its rights under this Paragraph 6.08 7.04, without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial FCB or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure disclosure by SFC or SNB to 1st FinancialFCB, or any other communication to 1st Financial or any of its officers or advisers, prior to the date of this Agreement, whether pursuant to Paragraph 11.05 below or otherwise.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial Agreement, FCB may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T SFC Real Property and improvements thereon (collectively, the “Property Examination”), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T SFC Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial FCB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial FCB identifies one or more “Material Defects” (as defined below), 1st Financial FCB will give prompt written notice thereof to AB&T SNB describing the facts or conditions constituting each such Material Defect.. 32 (b) For purposes of this Agreement, a “Material Defect” shall include: : (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the SFC Real Property, including without limitation other than (A) SFC Real Property leased by FFI as its offices (“FFI Real Estate”), (B) other real property that was acquired by SNB in connection with the existence foreclosure in the ordinary course of any facts its business of a mortgage that secured one of its Loans (“SNB OREO”), or circumstances that adversely affect any of either AB&T(C) with respect to SNB’s or Alliancelandlord’s ability to enforce any Lease Agreement or its rights fee title (but not SNB’s leasehold interest) in any leasehold interest thereunder; SFC Real Property currently leased by SNB at ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute a breach of SFC’s and SNB’s representations and warranties contained in Paragraph 2.15 3.16 or 2.203.21, relating or with respect to any of the AB&T SFC Real Property, other than FFI Real Estate or SNB OREO, in either such case that 1st Financial FCB reasonably believes will materially and adversely affect its use of that SFC Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T SFC Real Property; ; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T SFC Real Property Property, other than FFI Real Estate or SNB OREO (including any equipment, fixtures or other components related thereto); or or (iv) the existence of facts or circumstances relating to any of the AB&T SFC Real Property Property, other than FFI Real Estate, and indicating other than SNB OREO which has not been operated or managed by SNB and with respect to which SNB has not engaged in any activities that would result in its loss of lender liability protections under applicable Environmental Laws, reflecting that (A) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T SFC Real Property, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T SFC Real Property (including, without limitation, any removal or disposal of materials from the AB&T SFC Real Property) which constitutes or would constitute a violation of any Environmental Law Laws or any contract or other agreement between either AB&T or Alliance any of the SFC Companies and any other person or entity, as to which, in either such case, 1st Financial FCB reasonably believes, based on the advice of legal counsel or other consultants, thatthat any of the SFC Companies could incur costs or become responsible or liable, or that FCB could incur costs or become responsible or liable, whether before or after the Effective Time, either AB&T or Alliance, or 1st Financial, respectively, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) Notwithstanding anything contained in this Agreement to the contrary, no condition or circumstance described in Paragraph 7.04(b) shall be deemed to be a Material Defect if, following receipt of the notice thereof from FCB, SFC and SNB shall cure or correct the condition or circumstances giving rise to that Material Defect in a manner and to an extent reasonably satisfactory to FCB. (d) In the event that: : (i) 1st Financial FCB reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or 1st Financial it could incur in fully correcting all Material Defects identified by 1st Financial it that are described in Paragraphs 6.08(b)(i), (iii7.04(b)(i) and/or (iviii) above, plus (B) the total of the costs and expenses that FCB could incur in fully correcting all Material Defects identified by it that are described in Paragraph 7.04(b)(iv) and/or all other amounts for which either AB&T or Alliance or 1st Financial any of the SFC Companies could become responsible or liable liable, or for which FCB could become responsible or liable, whether before or after the Effective Time, related to all those Material Defects as described in Paragraph 6.08(b7.04(b)(iv), plus (C) the total of the costs and expenses 33 incurred, or which would be incurred prior to Closing, by SFC and SNB in either case whether before or after the Effective Timecorrecting Material Defects as provided in Paragraph 7.04(c) above, exceeds exceed an aggregate of $500,0001,500,000, or or (ii) 1st Financial FCB identifies one or more Material Defects described in Paragraph 6.08(b)(ii7.04(b)(ii) above, then 1st Financial FCB shall have the right and option, exercisable upon written notice to AB&TSFC, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (de) It is contemplated that 1st Financial FCB will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands SFC and agrees SNB understand and agree, that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed described in Paragraph 7.04(b) may be deemed by the Property Examination or Environmental Survey reveal FCB to constitute a Material Defect, then 1st Financial with the result that FCB may exercise its rights under this Paragraph 6.08 7.04, without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial FCB or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure disclosure by SFC or SNB to 1st FinancialFCB, or any other communication to 1st Financial or any of its officers or advisers, prior to the date of this Agreement, whether pursuant to Paragraph 11.05 below or otherwise.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial FCB may cause to be conducted (i) any inspection it deems appropriate of any or all Parcels, including a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property Parcels and improvements thereon thereon, all easements, and all rights appurtenant to the Parcels (collectively, the “"Property Examination”"), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real PropertyParcels and any Loan Collateral, together with such other studies, testing and intrusive sampling and analyses as 1st Financial FCB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that any investigations investigation or reviews conducted by or on behalf of 1st Financial FCB shall be performed in such a manner as will no not interfere unreasonably with AB&T’s and Alliance’s Cordia's or BOV's normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial FCB identifies one or more “"Material Defects” " (as defined below), 1st Financial FCB will give prompt written notice thereof to AB&T Cordia describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “the term "Material Defect” " shall includemean: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection imperfection, or title irregularity relating to any of the Real PropertyParcels, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s the Cordia Companies' ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute constitute, or with the passage of time or otherwise will constitute, a breach of representations and warranties contained in Paragraph 2.15 3.17 or 2.20, 3.23 relating or with respect to any of the AB&T Real Property, in either such case Parcels that 1st Financial FCB reasonably believes will materially and adversely affect its use of that Real Property Parcel for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T Real PropertyParcel; (iii) the existence of any material structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property Parcel (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property Parcel or Loan Collateral and indicating that (A) there likely has been a discharge, disposal, release, threatened release, or emission by any person the Release of any Hazardous Substance on, from, under, at, adjacent to, or relating to that AB&T Real PropertyParcel or Loan Collateral, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T Real Property a Parcel or Loan Collateral (including, without limitation, including any removal or disposal of materials from the AB&T Real Propertya Parcel or Loan Collateral) which constitutes or would constitute a violation of any Environmental Law or any contract or other agreement between either AB&T or Alliance any of the Cordia Companies and any other person or entityPerson, as to which, in either such case, 1st Financial FCB reasonably believes, based on the advice of legal counsel or other consultants, that, before or after the Effective Time, either AB&T any of the Cordia Companies or Alliance, or 1st FinancialFCB, respectively, could incur costs or become responsible or liable for assessment, removal, clean-up, remediation, monetary damages (including without limitation any liability to other persons Persons for property damage or personal injury), or civil, criminal or administrative penalties penalties, or other corrective action. (c) In the event that: that FCB reasonably believes that the total of (i) 1st Financial reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or 1st Financial any of the Cordia Companies and/or FCB could incur in fully correcting all Material Defects identified by 1st Financial that are described in Paragraphs 6.08(b)(i), (iii) and/or (iv) aboveFCB, plus (Bii) all other amounts for which either AB&T or Alliance or 1st Financial any of the Cordia Companies and/or FCB could reasonably become responsible or liable related to all those Material Defects as described in Paragraph 6.08(b7.07(b)(iv), in either case whether before or after the Effective Time, exceeds an aggregate of would exceed $500,000250,000, or (ii) 1st Financial identifies one or more Material Defects described then, in Paragraph 6.08(b)(ii) aboveeither such case, then 1st Financial FCB shall have the right and option, exercisable upon written notice to AB&TCordia, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&TParagraph 9.02(a); provided, however, that 1st Financial FCB shall not be obligated to give any such notice or exercise its termination right while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, or to remedy, remedy any such Material Defect. (d) It is contemplated that 1st Financial FCB will conduct the Property Examination and the Environmental Survey as soon as practicable following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T understands Cordia and agrees BOV understand and agree, that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed by the Property Examination or Environmental Survey reveal a Material Defect, then 1st Financial FCB may exercise its rights under this Paragraph 6.08 7.07 without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial FCB or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure by Cordia to 1st FinancialFCB, or any other communication to 1st Financial FCB or any of its officers or advisers, prior to the date of this Agreement, Agreement or otherwise.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial Agreement, BOC may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property and improvements thereon (collectively, the “Property Examination”), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial BOC shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial BOC identifies one or more “Material Defects” (as defined below), 1st Financial BOC will give prompt written notice thereof to AB&T ▇▇▇▇▇▇▇▇ describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “Material Defect” shall include: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the ▇▇▇▇▇▇▇▇ Real Property, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute a breach of representations and warranties contained in Paragraph 2.15 2.16 or 2.202.21, relating or with respect to any of the AB&T ▇▇▇▇▇▇▇▇ Real Property, in either such case that 1st Financial BOC reasonably believes will materially and adversely affect its use of that Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T Real Property; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property and indicating Property, reflecting that (A) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to that AB&T Real Property, or (B) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to that AB&T Real Property (including, without limitation, any removal or disposal of materials from the AB&T Real Property) which constitutes or would constitute a violation of any Environmental Law Laws or any contract or other agreement between either AB&T ▇▇▇▇▇▇▇▇ or Alliance ▇▇▇▇▇▇▇▇ Investment and any other person or entity, as to which, in either such case, 1st Financial BOC reasonably believes, based on the advice of legal counsel or other consultants, thatthat ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ Investment could incur costs or become responsible or liable, or that BOC could incur costs or become responsible or liable, whether before or after the Effective Time, either AB&T or Alliance, or 1st Financial, respectively, could incur costs or become responsible or liable for assessment, removal, remediation, monetary damages (including without limitation any liability to other persons for property damage or personal injury), or civil, criminal or administrative penalties or other corrective action. (c) Notwithstanding anything contained in this Agreement to the contrary, no condition or circumstance described in Paragraph 6.04(b) shall be deemed to be a Material Defect if, following receipt of the notice thereof from BOC, ▇▇▇▇▇▇▇▇ shall cure or correct the condition or circumstances giving rise to that Material Defect in a manner and to an extent reasonably satisfactory to BOC. (d) In the event that: (i) 1st Financial BOC reasonably believes that (A) the total of the costs and expenses that either AB&T or Alliance or 1st Financial it could incur in fully correcting all Material Defects identified by 1st Financial it that are described in Paragraphs 6.08(b)(i), (iii6.05(b)(i) and/or (iviii) above, plus (B) the total of the costs and expenses that BOC could incur in fully correcting all Material Defects identified by it that are described in Paragraph 6.05(b)(iv) and/or all other amounts for which either AB&T ▇▇▇▇▇▇▇▇ or Alliance or 1st Financial ▇▇▇▇▇▇▇▇ Investment could become responsible or liable liable, or for which BOC could become responsible or liable, whether before or after the Effective Time, related to all those Material Defects as described in Paragraph 6.08(b6.05(b)(iv), plus (C) the total of the costs and expenses incurred, or which would be incurred prior to Closing, by ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ Investment in either case whether before or after the Effective Timecorrecting Material Defects as provided in Paragraph 6.04(c) above, exceeds exceed an aggregate of $500,000, or (ii) 1st Financial BOC identifies one or more Material Defects described in Paragraph 6.08(b)(ii6.05(b)(ii) above, then 1st Financial BOCC shall have the right and option, exercisable upon written notice to AB&T▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ Investment, to terminate this Agreement. In the event that, following its investigation of any such Material Defects, 1st Financial concludes that it will terminate this Agreement as provided in the preceding sentence, it will give prompt notice of termination to AB&T; provided, however, that 1st Financial shall not be obligated to give any such notice while it continues in good faith to investigate, or to determine the nature and cost of potential corrective actions, if any, to remedy, any such Material Defect. (de) It is contemplated that 1st Financial BOCC will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Effective Time. It is the intent of this Agreement, and AB&T ▇▇▇▇▇▇▇▇ understands and agrees agrees, that, upon completion of the Property Examination and Environmental Survey, if any of the facts, conditions, circumstances or other matters revealed by the Property Examination or Environmental Survey reveal a Material Defect, then 1st Financial BOCC may exercise its rights under this Paragraph 6.08 6.05, without regard to any actual knowledge on or prior to the date of this Agreement on the part of 1st Financial BOCC or its officers or advisers of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto and without regard to any Previous Disclosure disclosure by ▇▇▇▇▇▇▇▇ to 1st FinancialBOCC, or any other communication to 1st Financial or any of its officers or advisers, prior to the date of this Agreement, whether pursuant to Paragraph 10.13 or otherwise.