Common use of Authority Documents Clause in Contracts

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRB; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ai) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (bii) A certificate of corporate existence of for the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of South Carolina; (ciii) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (div) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ev) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (fvi) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, Breyer & Associates PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Delaware; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PCHolland & Knight LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBMaryland Department of Assessments and Taxation; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBState Corporation Commission of the Commonwealth of Virginia; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of Incorporation of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of West Virginia; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Mississippi; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of A▇▇▇▇▇ ▇▇▇▇▇▇, PC& Bird LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Maine; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company (and any committee thereof, ) authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC▇ Procter LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Louisiana; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company authorizing the issuance of the Subordinated Notes and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Ohio; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws Code of Regulations of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, PCLLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copycopy of the Articles of Incorporation of Company, as amended, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence good standing of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of Ohio; (c) A copycopy of the Code of Regulations of Company, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, copy of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents, certified by the Secretary or Assistant Secretary of Company; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, PCLLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto hereto, addressed to the Purchasers and Placement AgentPurchasers.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (b) A certificate of existence good standing of the Company as a registered savings and loan holding company issued by the FRBState Corporation Commission of the Commonwealth of Virginia; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The An opinion of ▇▇▇▇ ▇▇▇▇▇▇LeClairRyan, PCA Professional Corporation, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Organization, of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of the Commonwealth of Massachusetts; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC▇ Procter LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of the State of Texas; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Michigan; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of Incorporation of the Company; (b) A certificate of existence status of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Indiana; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇▇▇▇ ▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Restated Certificate of the Incorporation of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of New Jersey; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ & English, PCLLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Certificate of the Incorporation of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of New Jersey; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇L▇▇▇ ▇▇▇▇▇▇, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (aA) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (bB) A certificate of existence good standing of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Vermont; (cC) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (dD) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (eE) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreementthe Subordinated Note Purchase Agreements by and between the Company and each Purchaser; and (fF) The opinion letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, PC, counsel ▇▇▇ & ▇▇▇▇▇▇ PC addressed to the CompanyPurchasers and the Placement Agent, dated as of the Closing Date, substantially in expressing the form opinions set forth as in Exhibit B attached hereto addressed to the Purchasers and Placement Agenthereto.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; Charter; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRB; Secretary of State of the State of Tennessee; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; Bylaws; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board Board of directors Directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; ; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PC▇ Snow LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (ai) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (bii) A certificate of existence status of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of California; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (diii) A copy, certified by the Secretary or Assistant Secretary of Company, of the Bylaws of Company; (iv) A copy, certified by the Secretary or Assistant Secretary of Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ev) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (fvi) The opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chediak ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ Law Corporation, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (b) A certificate of existence status of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of California; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws Bylaws, as amended, of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of L▇▇▇▇ ▇. ▇▇▇▇▇▇, PCAPC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Tennessee; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough, PCLLP, counsel to the Company, dated as of the Closing Date, substantially in the form set set. forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentPurchasers.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBState Corporation Commission of the Commonwealth of Virginia; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PCBuckleySandler LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company, as amended; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Washington; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws Bylaws, as amended, of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, Breyer & Associates PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Mississippi; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Second Amended and Restated Articles of the Incorporation of Company; (b) A certificate of existence good standing of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Minnesota; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of Company, of the Amended and Restated Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents;, (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of California; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board Board of directors Directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreementthe Subordinated Note Purchase Agreements by and between the Company and each Purchaser; and (f) The opinion of ▇▇▇▇ ▇▇▇▇▇▇, PCa professional corporation, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of the Commonwealth of Pennsylvania; (c) A copy, certified by the Secretary or Assistant SecretarySecretary of Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company Company, certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PC▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as on Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (b) A certificate of existence of the Company as a registered savings and loan holding company issued by the FRBSecretary of State of the State of Tennessee; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough, PCLLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth as at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.