Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement and the Other Investment Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, valid and binding obligations of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller ParentSeller. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement and the Other Investment Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of SellerBank, Bank Seller Parent and Investor) constitute legal, valid and binding obligations of Seller ParentSeller, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement by Seller or any Other Investment Agreement by Seller ParentAgreement, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Seller ParentSeller, or (ii) subject to the securities laws referred to in Section 4.4 3.3 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentSeller.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller ParentSeller. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement and the Other Investment Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of SellerBank, Bank Seller Parent and Investor) constitute legal, valid and binding obligations of Seller ParentSeller, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement by Seller or any Other Investment Agreement by Seller ParentAgreement, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Seller ParentSeller, or (ii) subject to the securities laws referred to in Section 4.4 3.3 and assuming the accuracy of Section 5.5 and Section 5.6 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentSeller.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement and the Other Investment Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, valid and binding obligations of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 5.6 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAgreement. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Stockholder) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller the Parent or any of its Parent’s Subsidiaries, or any of their respective properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of Parent’s Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Each Buyer has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of Seller Parent. No each Buyer and no other corporate proceedings on the part of Seller Parent such Buyer are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent each Buyer and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentsuch Buyer, enforceable against Seller Parent such Buyer in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parenteach Buyer, nor the consummation by Seller Parent such Buyer of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Buyer with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Certificate of Seller ParentIncorporation of such Buyer or the Bylaws of such Buyer, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent such Buyer, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent such Buyer or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which Seller Parent such Buyer or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Such Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No such Stockholder and no other corporate organizational proceedings on the part of Seller Parent such Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Stockholder, enforceable against Seller Parent such Stockholder in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) . Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Stockholder, nor the consummation by Seller Parent such Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Stockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Stockholder is a party, or by which it or any of its properties or assets may be boundbound or affected, except (except, in the case of clauses this clause (x) and (y) above) z), for such violationsmatters that would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect impair the ability of such Stockholder to Seller Parentperform its obligations under this Agreement.

Authority; No Violation. (a) Seller Parent Such Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No such Stockholder and no other corporate organizational proceedings on the part of Seller Parent such Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Stockholder, enforceable against Seller Parent such Stockholder in accordance with their respective terms (its terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Stockholder, nor the consummation by Seller Parent such Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Stockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Stockholder is a party, or by which it or any of its properties or assets may be boundbound or affected, except (except, in the case of clauses this clause (x) and (y) above) z), for such violationsmatters that would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect impair the ability of such Stockholder to Seller Parentperform its obligations under this Agreement.

Authority; No Violation. (a) Seller Parent If the Stockholder is an entity, the Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. If the Other Investment Agreements andStockholder is an entity, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No the Stockholder, and no other corporate organizational proceedings on the part of Seller Parent the Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent the Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentthe Stockholder, enforceable against Seller Parent the Stockholder in accordance with their respective terms (its terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentthe Stockholder, nor the consummation by Seller Parent the Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent the Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) if the Stockholder is an entity, violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each InvestorStockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent the Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent the Stockholder is a party, or by which it or any of its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (ai) Seller Parent Buyer has full corporate power and authority to execute and deliver this Agreement and to comply with the Other Investment Agreements and, subject to the actions described below, to terms hereof and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentshereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming Buyer. Assuming due authorization, execution and delivery by each of Sellerthe other Parties, Bank and Investor) constitute legal, this Agreement constitutes the valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, or (iii) the specific terms and conditions of this Agreement. (bii) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, Buyer nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Constituent Documents Certificate of Seller ParentRegistration or Constitution or the certificates of registration or constitution, or other charter or organizational documents, of Buyer or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Buyer or any of its properties or assets assets, the violation of which would have a material adverse effect, or (yC) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, increase any rate of interest payable or result in the creation of any Lien lien upon any of the respective properties or assets of Seller Parent Buyer under, any authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent is a party, or by which it its properties, assets or its properties or assets business activities may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Such Shareholder has full corporate organizational power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No such Shareholder and no other corporate organizational proceedings on the part of Seller Parent such Shareholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Shareholder and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Shareholder, enforceable against Seller Parent such Shareholder in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) . Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Shareholder, nor the consummation by Seller Parent such Shareholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Shareholder with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Shareholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Shareholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Shareholder is a party, or by which it or any of its properties or assets may be boundbound or affected, except (except, in the case of clauses this clause (x) and (y) above) z), for such violationsmatters that would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect impair the ability of such Shareholder to Seller Parentperform its obligations under this Agreement.

Authority; No Violation. (a) Seller Parent The Joint Advisor has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board board of Directors managers of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsJoint Advisor. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent the Joint Advisor and (assuming due authorization, execution and delivery by each of SellerCCT, Bank FSIC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentthe Joint Advisor, enforceable against Seller Parent the Joint Advisor in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentthe Joint Advisor, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofJoint Advisor, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of the Joint Advisor or the limited liability company agreement of the Joint Advisor or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets the Joint Advisor or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent the Joint Advisor under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent the Joint Advisor is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, reasonably be expected to be material to the Joint Advisor. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by the Joint Advisor, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not have a Material Adverse Effect with respect not, individually or in the aggregate, reasonably be expected to Seller Parentbe material to the Joint Advisor.

Authority; No Violation. (ai) Seller Parent Buyer has full corporate power and authority to execute and deliver this Agreement and to comply with the Other Investment Agreements and, subject to the actions described below, to terms hereof and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentshereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Buyer and (assuming the Sellers as the owners of all of the Shares. Assuming due authorization, execution and delivery by each of Sellerthe other Parties, Bank and Investor) constitute legal, this Agreement constitutes the valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, or (iii) the specific terms and conditions of this Agreement. (bii) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, Buyer nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Constituent Documents Certificate of Seller ParentRegistration or Constitution or the certificates of registration or constitution, or other charter or organizational documents, of Buyer or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Buyer or any of its properties or assets assets, the violation of which would have a material adverse effect, or (yC) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, increase any rate of interest payable or result in the creation of any Lien lien upon any of the respective properties or assets of Seller Parent Buyer under, any authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent is a party, or by which it its properties, assets or its properties or assets business activities may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAgreement. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Stockholder) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent or the certificate of incorporation, bylaws or similar governing documents of any of Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller the Parent or any of its Parent’s Subsidiaries, or any of their respective properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of Parent’s Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Investor has full corporate limited partnership power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, Stockholders Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Stockholders Agreement and the consummation of the Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings all necessary limited partnership action on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsInvestor. This Agreement and the Other Investment Agreements Stockholders Agreement have been duly and validly executed and delivered by Seller Parent Investor and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorSeller Parties) constitute legal, valid and binding obligations of Seller ParentInvestor, enforceable against Seller Parent Investor in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment and the Stockholders Agreement by Seller ParentInvestor, nor the consummation by Seller Parent Investor of the transactions contemplated hereby or thereby, nor compliance by Seller Parent Investor with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Seller Parent, Investor or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.3 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Investor or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Investor or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Investor or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, that either individually or in the aggregate, aggregate would not have a Material Adverse Effect with respect to Seller ParentInvestor.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAgreement. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Stockholders) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) . Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent or the certificate of incorporation, bylaws or similar governing documents of any of Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller the Parent or any of its Parent’s Subsidiaries, or any of their respective properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of Parent’s Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate all requisite power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby (including the Offer and therebythe Merger). The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller ParentParent and Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole stockholder of Merger Sub. No other corporate proceedings on the part of Seller Parent or Merger Sub, are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or transactions contemplated hereby (including the Other InvestmentsOffer and the Merger). This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Enforceability Exceptionsrights of creditors generally and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, Parent and Merger Sub nor the consummation by Seller Parent and Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will will: (i) violate any provision of the Constituent Documents Parent Certificate, the Parent Bylaws or the certificate of Seller Parent, incorporation or bylaws or other organizational or constitutive documents or governing instruments of Merger Sub or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, 4.04 are duly obtained and/or made: (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Law applicable to Seller Parent Parent, Merger Sub or any of its their respective properties or assets or assets, (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any person under, result in the termination of or a right of termination or cancellation under, accelerate the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of Parent or any of the properties or assets of Seller Parent underits Subsidiaries, any of the termsexcept, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses the foregoing clause (xii) and (y) above) for such violationsonly, conflictsas would not reasonably be expected to have, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller on Parent. (c) No vote of the holders of outstanding securities of Parent is required by the Parent Certificate, Parent Bylaws, by Law or otherwise to approve and adopt this Agreement or to consummate the Merger or the other transactions contemplated hereby.

Authority; No Violation. (ai) Seller Parent has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Other Investment Agreements and, subject to the actions described belowreceipt of all necessary consents and approvals of Governmental Authorities, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentshereby. This Agreement and the Other Investment Agreements transactions contemplated hereby have been authorized by all necessary corporate action of Parent and the Parent Board on or prior to the date hereof. Parent has duly and validly executed and delivered by Seller Parent this Agreement, and (assuming due authorization, execution and delivery by each of Sellerthe Company, Bank and Investor) constitute legal, this Agreement is a valid and legally binding obligations obligation of Seller Parent, Parent enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (bii) Neither Subject to receipt, or the execution making, of the consents, approvals, waivers and filings referred to in Section 5.02(e) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement or any Other Investment and the Bank Merger Agreement by Seller ParentParent and Parent Bank, nor as applicable, and the consummation by Seller Parent of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or therebyviolation of, nor compliance by Seller or a default under, the articles of incorporation or bylaws (or similar governing documents) of Parent with or any of the terms or provisions hereof or thereofits Subsidiaries, will (iB) violate any provision of the Constituent Documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries, or any of their respective properties or assets or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and this Agreement duly and validly approved adopted by the Parent Board, and the Parent Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Directors of Seller ParentParent and its shareholders. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentAgreement, nor the consummation by Seller Parent of the Mergers or the other transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Parent Articles, Parent Bylaws or similar documents of Seller Parent’s Subsidiaries, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Law applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be boundexpected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not to have a Material Adverse Effect with respect to Seller on Parent.

Authority; No Violation. (a) Seller Parent East has full corporate limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyStock Purchase. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Stock Purchase have been duly and validly approved by the Board of Directors of Seller ParentEast. No other corporate limited liability company or other proceedings on the part of Seller Parent East are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsStock Purchase. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent East and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorRand) constitute legal, constitutes the valid and binding obligations of Seller ParentEast, enforceable against Seller Parent East in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by East or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent East of the transactions contemplated hereby or therebyStock Purchase, nor compliance by Seller Parent East with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentEast’s Organizational Documents, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.3 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Laws applicable to Seller Parent East or any of its properties or assets assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on East, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent East under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Seller Parent East or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby (including the Offer and the Merger) have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and Merger Sub and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Bankruptcy and Equity Exceptions). (b) Neither the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or thereby(including the Offer and the Merger), nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents charter documents of Seller Parent, Parent or Merger Sub or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor6.3 are duly obtained or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Parent, Merger Sub or any of its their respective Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate would not have reasonably be expected to result in a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAgreement. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorUnitholder) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent or the certificate of incorporation, bylaws or similar governing documents of any of Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller the Parent or any of its Parent’s Subsidiaries, or any of their respective properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of Parent’s Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Purchaser has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby hereby. Merger Sub has the full limited liability company power and therebyauthority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of Seller Parent. No other corporate proceedings on Purchaser and the part managers and members of Seller Parent are necessary Merger Sub to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentsextent required by applicable Law. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Purchaser and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentPurchaser and Merger Sub, enforceable against Seller Parent Purchaser and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by Purchaser or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent Purchaser or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Purchaser or Merger Sub with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents articles of Seller Parentincorporation or code of regulations of Purchaser or the articles of organization or operating agreement of Merger Sub, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationother Law, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Purchaser, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Purchaser or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be boundexpected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not to have a Material Adverse Effect with respect to Seller Parenton Purchaser.

Authority; No Violation. (a) Seller Parent has and Merger Sub have full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby. (b) The consummation of the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parenteach of Parent and Merger Sub. No other corporate proceedings on the part of Seller Parent or Merger Sub and no vote of Parent’s stockholders are necessary to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by Parent and Merger Sub has been duly and validly authorized in accordance with applicable law and duly and validly approved by all necessary action and no other proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions)its terms. (bd) Neither None of the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby Merger, or thereby, nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision the charter, bylaws or other organizational documents of the Constituent Documents of Seller ParentParent or Merger Sub, as applicable, or (ii) subject to assuming that the securities laws consents and approvals and waiting periods referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.03 are duly obtained or satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Parent, Merger Sub or any of its their respective Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results upon notice, or lapse of time or both) upon any of the respective properties or assets of Seller Parent Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Seller Parent Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Such Advisor has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board managers of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentssuch Advisor. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Advisor and (assuming due authorization, execution and delivery by each of Sellerthe other Advisor, Bank BCIC, TCPC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentsuch Advisor, enforceable against Seller Parent such Advisor in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsException). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Advisor, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofsuch Advisor, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of such Advisor or the limited liability company agreement of such Advisor or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets such Advisor or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent such Advisor under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent such Advisor is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to Seller Parentsuch Advisor. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Advisor, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to such Advisor.

Authority; No Violation. (a) Seller Parent Adviser has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board managers of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAdviser. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Adviser and (assuming due authorization, execution and delivery by each of SellerSLIC, Bank PIF and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentAdviser, enforceable against Seller Parent Adviser in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentAdviser, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofAdviser, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, incorporation or bylaws of Adviser or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets Adviser or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Adviser under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent Adviser is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a an SLIC Material Adverse Effect or a PIF Material Adverse Effect. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with respect the execution, delivery or performance of this Agreement by Adviser, except for any such consents, approvals, filings or registrations that the failure to Seller Parentobtain or make would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have an SLIC Material Adverse Effect or a PIF Material Adverse Effect.

Authority; No Violation. (a) Seller Parent has and Merger Sub will have full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Seller Parent. No , and will be so approved in the case of Merger Sub, and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentParent Certificate or the Parent Bylaws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii), any such violationsviolation, conflictsconflict, breaches, defaults, terminations, cancellations, accelerations breach or creations that, either individually or in the aggregate, default that would not have reasonably be expected to cause a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Merger and the other Transactions, have been duly and validly approved authorized by the Board of Directors of Seller Parent. No other all necessary corporate proceedings action on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsParent. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (and, assuming due authorization, execution and delivery thereof by each of Sellerthe other parties hereto, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the a proceeding in equity or at law. The execution and delivery of this Agreement and the consummation of the Merger and the other Transactions does not require the affirmative vote of Parent’s shareholders under Applicable Law or any Other Investment Parent’s restated articles of incorporation or bylaws. (b) The execution and delivery of this Agreement by Seller ParentParent do not, nor and the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of Merger and the terms or provisions hereof or thereof, other Transactions will not (i) violate any provision of the Constituent Documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a violation or breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute become a default) ), require any consent or approval to be obtained or notice to be given under, result in the termination of or a give rise to any third party right of termination termination, cancellation, suspension, acceleration, penalty or cancellation payment obligation or right to purchase or sale under, accelerate any provision of: (A) the performance required byrestated articles of incorporation, bylaws or other organizational documents of Parent or Merger Sub, (B) any material contract to which Parent Merger Sub is a party or to which any of them, or result in the creation of any Lien upon any of the their respective properties or assets of Seller Parent underassets, may be subject or by which Parent, any of the termsParent Subsidiaries or Merger Sub is bound, conditions or (C) any Applicable Law, regulation, order, judgment or decree applicable to Parent, or Merger Sub or any of their respective properties or assets; (ii) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions of or any restrictions or limitations under any note, bond, mortgage, indenture, deed of trustmaterial contract, material license, lease, agreement franchise or other instrument or obligation material permit to which Seller Parent any Parent, or Merger Sub is a party; (iii) give rise to any termination or acceleration of indebtedness, or by which it cause any third party indebtedness to come due before its stated maturity or its properties cause any available credit to cease to be available; or (iv) result in the imposition of any Encumbrance upon any of the property or assets may be boundof Parent, except (or Merger Sub or restrict, hinder, impair or limit the ability of either Parent, or Merger Sub to conduct its business as and where it is now being conducted, other than, in the case of clauses (xB) and (yC) above) for such violationsof this Section 4.3(b), conflictswhich would not, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially alter or materially delay any of the Transactions. Parent is not in violation of any of the provisions of its restated articles of incorporation or bylaws. (c) No consents, approvals and notices are required from any third party under any material contract in order for Parent, or Merger Sub to proceed with respect the execution and delivery of this Agreement and the completion of the Transactions and the Merger. (d) No consent, approval, order, authorization, release or waiver of, or registration, notification, declaration or filing with, any Governmental Entity is required by Parent or any Parent Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Statement of Merger pursuant to Seller ParentSection 1.3, (ii) such filings and notifications as may be required under the HSR Act and any other applicable Antitrust Law and the expiration or early termination of applicable waiting periods under the HSR Act and any such other applicable Antitrust Law, (iii) the Registration Statement to be filed with the SEC and documents to be filed with the TSX by Parent in connection with the issuance of shares of Parent Common Stock in the Merger, (iv) such other filings and notifications as may be required under federal, state (including “blue sky”), provincial or foreign securities laws or the rules and regulations of the TSX or NASDAQ GM and (v) such other consents, approvals, orders, authorizations, releases, waivers, registrations, notifications, declarations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (A) result in a Parent Material Adverse Effect or (B) prevent, materially alter or materially delay the consummation of the Merger.

Authority; No Violation. (a) Seller Parent Adviser has full corporate all requisite limited partnership power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by in accordance with the Board governing documents of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAdviser. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Adviser and (assuming due authorization, execution and delivery by each of Seller, Bank MMLC II and InvestorGSCR) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentAdviser, enforceable against Seller Parent Adviser in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentAdviser, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofAdviser, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, limited partnership or the limited partnership agreement of Adviser or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets Adviser or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Adviser under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent Adviser is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Merger and the Transactions or have a MMLC II Material Adverse Effect or a GSCR Material Adverse Effect. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with respect the execution, delivery or performance of this Agreement by Adviser, except for any such consents, approvals, filings or registrations that the failure to Seller Parentobtain or make would not, individually or in the aggregate, reasonably be expected to prevent Adviser from timely performing its material obligations under this Agreement or from consummating the Merger and the Transactions or have a MMLC II Material Adverse Effect or a GSCR Material Adverse Effect.

Authority; No Violation. (a) Seller Parent Buyer has full requisite corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No Buyer and no other corporate proceedings on the part of Seller Parent Buyer are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Buyer and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorTarget) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Enforceability Exceptionsrights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentBuyer, nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller Parent, Buyer Articles or the Buyer Bylaws or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction Injunction applicable to Seller Parent Buyer, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Buyer or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Seller Parent. No Parent (“Parent Board”) and Merger Sub and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or and the Other Investment Agreements consummation of the transactions contemplated hereby, including the Merger, or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Bankruptcy and Equity Exceptions). (b) Neither the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of including the terms or provisions hereof or thereof, Merger will (i) violate any provision of the Constituent Documents charter documents of Seller Parent, Parent or Merger Sub or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.4 are duly obtained or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Parent, Merger Sub or any of its their respective Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate would not have reasonably be expected to result in a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (ai) Seller Parent Purchaser has full corporate corporate, partnership or limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements Agreement, to perform its obligations hereunder and, subject to the other actions described belowin this Section 2.3(b) and Section 2.3(c), to consummate the transactions contemplated hereby and therebyClosing. The execution and delivery of this Agreement Agreement, the performance by Purchaser of its obligations hereunder and the Other Investment Agreements has consummation of the Closing (including the Investment) have been duly and validly approved by the Board Purchaser’s board of Directors of Seller Parentdirectors or other equivalent governing body, as applicable. No other corporate proceedings on the part of Seller Parent Purchaser or any of Purchaser’s partners or equityholders are necessary to approve or adopt this Agreement or the Other Investment Agreements Agreement, for Purchaser to perform its obligations hereunder or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentPurchaser, enforceable against Seller Parent Purchaser in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (bii) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentPurchaser, the performance by Purchaser of its obligations hereunder nor the consummation by Seller Parent Purchaser of the transactions contemplated hereby or therebyhereby, including the Investment, nor compliance by Seller Parent Purchaser with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Constituent Documents Purchaser’s certificate or articles of Seller Parent, incorporation or bylaws (or other comparable charter or organizational documents) or (iiB) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor2.3(c) are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Law applicable to Seller Parent Purchaser or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Purchaser is a party, or by which it Purchaser or any of its properties or assets may be bound, except (in the case of clauses (xB)(x) and (yB)(y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations thatwhich would not, either individually or in the aggregate, would not have a Material Adverse Effect with respect reasonably be expected to Seller Parentmaterially and adversely affect Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

Authority; No Violation. (a) Seller Parent Such Advisor has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board sole member or manager of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentssuch Advisor. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Advisor and (assuming due authorization, execution and delivery by each of Sellerthe other Advisor, Bank MRCC, HRZN and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentsuch Advisor, enforceable against Seller Parent such Advisor in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Advisor, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofsuch Advisor, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of such Advisor or the limited liability company agreement of such Advisor or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets such Advisor or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent such Advisor under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent such Advisor is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to Seller ParentMRCC or HRZN, as applicable. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Advisor, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to MRCC or HRZN, as applicable.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Seller Parent. The Board of Directors of Parent has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Parent and its shareholders and has adopted a resolution to the foregoing effect. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Enforceability Exceptionsrights of creditors generally and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentParent Certificate or the Parent By-laws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction Injunction applicable to Seller Parent, any Parent Subsidiary or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to except for the actions described belowreceipt of all required approvals from Regulatory Authorities identified on Schedule 6.02(c), to consummate the transactions contemplated hereby Contemplated Transactions. This Agreement has been duly authorized by the board of directors of Seller and therebyno other corporate action on the part of Seller or Target is required to execute and deliver this Agreement and to consummate the Contemplated Transactions. This Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement and the Other Investment Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, valid and binding obligations of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent performance of the transactions contemplated hereby or thereby, nor Contemplated Transactions (subject to receipt of approvals of the Regulatory Authorities identified on Schedule 6.02(c) and Seller’s compliance by Seller Parent with any of the terms or provisions hereof or thereof, conditions contained therein) does not and will not: (i) violate conflict with or result in a breach of any provision of the Constituent Documents articles of Seller Parent, incorporation or bylaws of Seller; (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or assets; or (yiii) except as described on Seller Disclosure Schedule 3.02(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Seller Parent underSeller, Target or any Target Subsidiaries under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Seller Parent Seller, Target or any Target Subsidiary is a party, or by which it or its any of Seller’s, Target’s or any Target Subsidiary’s properties or assets may be boundbound or affected, except excluding from clause (in the case of clauses (xiii) and (y) above) for such violationshereof, conflictsany items which, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent Such Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board of Directors of Seller Parent. No all requisite limited partnership action and no other corporate organizational proceedings on the part of Seller Parent such Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Stockholder, enforceable against Seller Parent such Stockholder in accordance with their respective terms (its terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Stockholder, nor the consummation by Seller Parent such Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Stockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Stockholder is a party, or by which it or any of its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Such Stockholder has full corporate organizational power and authority authority, if such Stockholder is an Entity, or full capacity, if such Stockholder is a natural person, to execute and deliver this Agreement and to perform its obligations hereunder. If such Stockholder is an Entity, the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No such Stockholder and no other corporate organizational proceedings on the part of Seller Parent such Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Stockholder, enforceable against Seller Parent such Stockholder in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) . Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Stockholder, nor the consummation by Seller Parent such Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) if such Stockholder is an Entity, violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Stockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, under or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Stockholder is a party, or by which it or any of its properties or assets may be boundbound or affected, except (except, in the case of clauses this clause (x) and (y) above) z), for such violationsmatters that would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect impair the ability of such Stockholder to Seller Parentperform its obligations under this Agreement.

Authority; No Violation. (a) Seller Parent BancorpSouth has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery Other than the approval of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board of Directors of Seller Parent. No BancorpSouth and BancorpSouth Bank, no other corporate proceedings on the part of Seller Parent BancorpSouth or BancorpSouth's Subsidiaries are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent BancorpSouth and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentBancorpSouth, enforceable against Seller Parent BancorpSouth in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions)general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentBancorpSouth, nor the consummation by Seller Parent BancorpSouth of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent BancorpSouth with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent BancorpSouth Governing Documents of Seller Parentor the BancorpSouth Bank Governing Documents, or (ii) subject to unless such violation, conflict or breach would not have a Material Adverse Effect on BancorpSouth and assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.4 are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent BancorpSouth or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Seller Parent BancorpSouth or any of its Subsidiaries under, any of the terms, conditions or provisions of any notematerial contract, bond, mortgage, indenture, deed as such term is defined in Regulation S-X of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentSEC.

Authority; No Violation. (a) Seller Parent HNC has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyMergers. The execution and delivery of this Agreement by HNC and the Other Investment Agreements has consummation by HNC of the Mergers have been duly and validly approved by the Board of Directors of Seller Parent. No HNC by unanimous vote and no other corporate proceedings on the part of Seller Parent HNC are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsMerger. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorizationHNC and, execution and delivery by each subject to receipt of Sellerthe required approvals of Regulatory Authorities, Bank and Investor) constitute legaldescribed in Section 4.4 hereof, constitutes the valid and binding obligations obligation of Seller ParentHNC, enforceable against Seller Parent HNC in accordance with their respective terms (except in all cases its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions)to enforceability, to general principles of equity. (b) Neither the execution The execution, delivery and delivery performance of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, HNC do not and will not: (i) violate conflict with or result in a breach of any provision of the Constituent Documents respective articles of Seller Parentincorporation, articles of association or bylaws of HNC; (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent HNC or any of its properties or assets or assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien Encumbrance upon any of the properties or assets of Seller Parent HNC under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Seller Parent HNC is a party, or by which it or its properties or assets may be boundbound or affected, except (in to the case of clauses (x) and (y) above) for such violationsextent that the failure to comply, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has full corporate power and authority and is duly authorized to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary corporate action on the Board part of Directors of Seller Parent. No other corporate proceedings (including any approvals of Parent’s shareholders) on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming Parent. Assuming due authorization, execution and delivery by each of SellerCompany, Bank and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Remedies Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Parent Certificate of Seller Parent, Formation or Parent Bylaws or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, either individually or in the aggregate, loss of benefits that would not reasonably be expected to have a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has have been duly and validly approved by the Board of Directors of Seller Parent. No Parent and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAgreement. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Stockholders) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) . Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller Parent or the certificate of incorporation, bylaws or similar governing documents of any of Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Parent’s Subsidiaries, or any of their respective properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of Parent’s Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent Buyer has full all requisite corporate power and authority to execute and deliver this Agreement and the Other Investment Ancillary Agreements and, subject to the actions described below, and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Other Investment Ancillary Agreements and the consummation of the Transactions has been duly and validly approved by all necessary corporate action on the Board part of Directors of Seller ParentBuyer. No other corporate proceedings proceeding on the part of Seller Parent are Buyer is necessary to approve this Agreement or the Other Investment Ancillary Agreements or to consummate the Investment or the Other InvestmentsTransactions. This Agreement has been, and the Other Investment Ancillary Agreements have been will be, duly and validly executed and delivered by Seller Parent and (Buyer and, assuming due authorization, execution and delivery by each of SellerSeller and its applicable Affiliates, Bank this Agreement constitutes, and Investor) constitute legalthe Ancillary Agreements will constitute, a valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement the Ancillary Agreements by Seller ParentBuyer, nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or thereby, Transactions nor compliance by Seller Parent Buyer with any of the terms or provisions hereof and the Ancillary Agreements does or thereof, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, incorporation or bylaws of Buyer or its applicable Affiliates or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets Applicable Law or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Buyer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other similar instrument or obligation to which Seller Parent Buyer is a party, or by which it or any of its properties properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatloss of benefits which, either individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent If such Stockholder is an entity, such Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. If such Stockholder is an entity, the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board of Directors of Seller Parent. No all requisite corporate, limited liability company or limited partnership action (as applicable) and no other corporate organizational proceedings on the part of Seller Parent such Stockholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Stockholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorKrypton) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Stockholder, enforceable against Seller Parent such Stockholder in accordance with their respective terms (its terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions). enforcement of creditors’ rights generally and (bii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Stockholder, nor the consummation by Seller Parent such Stockholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Stockholder with any of the terms or provisions hereof or thereofhereof, will (ix) if such Stockholder is an entity, violate any provision of the Constituent Documents governing documents of Seller Parent, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorsuch Stockholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Stockholder, or any of its properties or assets assets, or (yz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Stockholder is a party, or by which it or any of its properties or assets (including the Subject Shares) may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (ai) Seller Parent Valero has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller ParentValero. No other corporate proceedings on the part of Seller Parent Valero are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Valero and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorPremcor) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentValero, enforceable against Seller Parent Valero in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions)its terms. (bii) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentValero, nor the consummation by Seller Parent Valero of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Valero with any of the terms or provisions hereof or thereofof this Agreement, will (iA) violate any provision of the Constituent Documents Restated Certificate of Seller ParentIncorporation, as amended, or Amended and Restated By-Laws of Valero or (iiB) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.2(d) are duly obtained, (x1) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Valero, any of its Subsidiaries or Non-Subsidiary Affiliates or any of its properties or assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the properties or assets of Seller Parent underValero, any of its Subsidiaries or Non-Subsidiary Affiliates under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Valero, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which it they or its any of their properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (y2) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults that, either individually or in the aggregate, would will not have a Material Adverse Effect with respect to Seller Parenton Valero.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of Seller Parent. No Parent and Merger Sub and approved and adopted by the sole shareholder of Merger Sub and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Certificate of Seller ParentIncorporation of Parent (the “Parent Certificate”) or the Bylaws of Parent (“Parent Bylaws”) or the certificate of incorporation or bylaws of Merger Sub, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Other Investment Agreements and, subject to the actions described belowadoption of this Agreement by Parent in its capacity as the sole shareholder of Merger Sub (the “Merger Sub Shareholder Approval”), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly adopted and validly approved authorized by the Board of Directors of Seller Parent. No other all necessary corporate proceedings action on the part of Seller each of Parent are necessary and Merger Sub, subject only to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentsrequired receipt of Merger Sub Shareholder Approval. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and (assuming due authorization, execution Merger Sub and delivery by each of Seller, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller Parent each of them in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions)Bankruptcy and Equity Exception. (b) Neither the The execution and delivery of this Agreement or any Other Investment Agreement by Seller Parenteach of Parent and Merger Sub do not, nor and the consummation by Seller Parent and Merger Sub of the transactions contemplated hereby or therebyby this Agreement shall not, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate conflict with, or result in any violation or breach of, any provision of the Constituent Documents articles of Seller Parentincorporation or bylaws or other equivalent organizational documents of Parent or Merger Sub, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, or result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both) a default (or give rise to a right of termination, would constitute a defaultcancellation or acceleration of any obligation or loss of any material benefit) under, result in the termination of require a consent or a right of termination or cancellation waiver under, accelerate constitute a change in control under, require the performance required by, payment of a penalty under or result in the creation imposition of any Lien upon any of the properties on Parent’s or Merger Sub’s assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, lease, agreement contract or other agreement, instrument or obligation to which Seller Parent or Merger Sub is a party, party or by which it any of them or its any of their properties or assets may be bound, or (iii) subject to obtaining Merger Sub Shareholder Approval and compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 4.2(c), conflict with or violate any Law or order applicable to Parent or Merger Sub or any of its or their respective properties or assets, except (in the case of clauses (xii) and (yiii) aboveof this Section 4.2(b) for any such conflicts, violations, conflicts, breaches, defaults, terminations, cancellations, accelerations accelerations, losses, penalties or creations thatLiens, either individually and for any consents or in the aggregatewaivers not obtained, that would not reasonably be expected to have a Parent Material Adverse Effect Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of Parent are listed for trading is required by or with respect to Seller Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for (i) the premerger notification requirements under the HSR Act or any other antitrust Law, (ii) the filing of the Articles of Merger with the North Carolina Secretary of State and (iii) filings required under, and compliance with the requirements of, the Securities Act and the Exchange Act. (d) No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the transactions contemplated by this Agreement.

Authority; No Violation. (a) Seller Parent HomeTrust has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Merger have been duly and validly approved by the Board of Directors of Seller Parent. No HomeTrust and no other corporate proceedings action on the part of Seller Parent are HomeTrust is necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsMerger. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent HomeTrust and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorJefferson) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentHomeTrust, enforceable against Seller Parent HomeTrust in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsException). The HomeTrust Common Stock to be issued in the Merger have been validly authorized and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of HomeTrust will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by HomeTrust or any Other Investment Agreement the Bank Plan of Merger by Seller ParentHomeTrust Bank, nor the consummation by Seller Parent of the transactions contemplated hereby Merger by HomeTrust or therebythe Bank Merger by HomeTrust Bank, nor compliance by Seller Parent HomeTrust or HomeTrust Bank with any of the terms of this Agreement or provisions hereof or thereofthe Bank Plan of Merger, will (i) violate any provision of the Constituent Documents HomeTrust Articles or HomeTrust Bylaws or the organization or governing documents of Seller Parentany HomeTrust Subsidiary, or (ii) subject to assuming that the securities laws filings, notices, consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, as applicable, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent HomeTrust, any of its Subsidiaries or any of its their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent HomeTrust or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Seller Parent HomeTrust or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate all requisite power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller ParentParent and Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole stockholder of Merger Sub. No other corporate proceedings on the part of Seller Parent or Merger Sub, are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or transactions contemplated hereby (including the Other InvestmentsMerger). This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Enforceability Exceptionsrights of creditors generally and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, Parent and Merger Sub nor the consummation by Seller Parent and Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereof, will will: (i) violate any provision of the Constituent Documents Parent Certificate, the Parent Bylaws or the certificate of Seller Parent, incorporation or bylaws or other organizational or constitutive documents or governing instruments of any material Subsidiary of Parent (including Merger Sub) or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, 4.04 are duly obtained and/or made: (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Law applicable to Seller Parent Parent, its Subsidiaries (including Merger Sub) or any of its their respective properties or assets or assets, (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any person under, result in or permit the termination of or a right of termination or cancellation under, accelerate the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of Parent or any of the properties or assets of Seller Parent underits Subsidiaries, any of the termsexcept, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent is a party, or by which it or its properties or assets may be bound, except (in the case of clauses the foregoing clause (xii) and (y) above) for such violationsonly, conflictsas would not reasonably be expected to have, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller on Parent. (c) No vote of the holders of outstanding securities of Parent is required by the Parent Certificate, Parent Bylaws, by Law or otherwise to approve and adopt this Agreement or to consummate the Merger or the other transactions contemplated hereby.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of Seller Parent. No Parent (“Parent Board”) and the board of directors of Merger Sub and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or and the Other Investment Agreements consummation of the transactions contemplated hereby, including the Merger, or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Bankruptcy and Equity Exceptions). (b) Neither the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of including the terms or provisions hereof or thereof, Merger will (i) violate any provision of the Constituent Documents charter documents of Seller Parent, Parent or Merger Sub or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.4 are duly obtained or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Parent, Merger Sub or any of its their respective Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate would not have reasonably be expected to result in a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Transactions have been duly and validly approved authorized by the Parent Board and board of Directors directors of Seller Parent. No Merger Sub, and, except for the approval of this Agreement by Parent or a Parent Subsidiary, as the sole shareholder of Merger Sub, no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or authorize the Other Investment Agreements or to consummate consummation of the Investment or the Other InvestmentsTransactions. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (Merger Sub and, assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, this Agreement constitutes the valid and binding obligations agreement of Seller Parentthe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability (i) may be limited by the Enforceability Exceptionsbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Neither None of the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent of the transactions contemplated hereby Transactions, or thereby, nor compliance by Seller Parent or Merger Sub, as applicable, with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents certificate of Seller incorporation of Parent, as amended and restated, the bylaws of Parent, as amended and restated, the articles of incorporation of Merger Sub or the Merger Sub Bylaws or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Order or injunction Law applicable to Seller Parent, Merger Sub, any of the Parent Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, or result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Seller Parent, Merger Sub or any of the Parent Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which Seller Parent or any Parent Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breachesbreaches or defaults referred to in clause (ii) that would not reasonably be expected to have, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has and Merger Sub will have full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Seller Parent. No , and will be so approved in the case of Merger Sub) and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent ▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentParent Certificate or the Parent Bylaws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii), any such violationsviolation, conflictsconflict, breaches, defaults, terminations, cancellations, accelerations breach or creations that, either individually or in the aggregate, default that would not have reasonably be expected to cause a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent NPB has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by NPB and the Other Investment Agreements has consummation by NPB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No NPB and no other corporate proceedings on the part of Seller Parent NPB are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorizationNPB and, execution and delivery by each subject to receipt of Sellerthe required approvals of Regulatory Authorities described in Section 3.04 hereof, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentNPB, enforceable against Seller Parent NPB in accordance with their respective terms (except in all cases its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions)to enforceability, to general principles of equity. (bi) Neither the The execution and delivery of this Agreement by NPB, (ii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and NPB's and CIB's compliance with any conditions contained therein, the consummation of the Merger, and (iii) compliance by NPB or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or thereby, nor compliance by Seller Parent NPB Subsidiary with any of the terms or provisions hereof hereof, does not and will not: (A) conflict with or thereof, will (i) violate result in a breach of any provision of the Constituent Documents respective articles of Seller Parentincorporation, articles of association or bylaws of NPB or any NPB Subsidiary; (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent NPB or any NPB Subsidiary or any of its their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Seller Parent NPB or any NPB Subsidiary under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Seller Parent NPB or any NPB Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of excluding from clauses (xB) and (yC) above) for any such violationsitems which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent The Acquiror Adviser has full corporate all requisite limited partnership power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board general partner of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAcquiror Adviser. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent the Acquiror Adviser and (assuming due authorization, execution and delivery by each of Sellerthe Company, Bank the Acquiror and InvestorMerger Sub) constitute legal, this Agreement constitutes the valid and binding obligations obligation of Seller Parentthe Acquiror Adviser, enforceable against Seller Parent the Acquiror Adviser in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsException). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentthe Acquiror Adviser, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance the performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofAcquiror Adviser, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, partnership of the Acquiror Adviser or the limited partnership agreement of the Acquiror Adviser or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets the Acquiror Adviser or (yB) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent the Acquiror Adviser under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent the Acquiror Adviser is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to Seller Parentthe Acquiror Adviser. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by the Acquiror Adviser, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser.

Authority; No Violation. (a) Seller Parent Bancorp has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No Bancorp and no other corporate proceedings on the part of Seller Parent Bancorp are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Bancorp and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCBI) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentBancorp, enforceable against Seller Parent Bancorp in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions)general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentBancorp, nor the consummation by Seller Parent Bancorp of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Bancorp with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision provisions of the Constituent Documents Articles of Seller Parent, Incorporation or Bylaws of Bancorp or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Bancorp or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Seller Parent Bancorp or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Bancorp or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregate, would aggregate will not have or be reasonably likely to have a Material Adverse Effect with respect to Seller Parenton Bancorp.

Authority; No Violation. (a) Seller Parent Such Shareholder has full corporate organizational power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement and the Other Investment Agreements has performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Seller Parent. No such Shareholder and no other corporate organizational proceedings on the part of Seller Parent such Shareholder are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentsperform its obligations hereunder. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Shareholder and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorParent) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentsuch Shareholder, enforceable against Seller Parent such Shareholder in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to the Enforceability Exceptions). (b) Creditors’ Rights. Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Shareholder, nor the consummation by Seller Parent such Shareholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Shareholder with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents governing documents of Seller Parentsuch Shareholder, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Shareholder, or any of its properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, under or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the properties or assets of Seller Parent under, Subject Securities pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent such Shareholder is a party, or by which it or any of its properties or assets may be boundbound or affected, except (except, in the case of clauses clause (xii) and clause (y) above) iii), for such violationsmatters that would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect impair the ability of such Shareholder to Seller Parentperform its obligations under this Agreement.

Authority; No Violation. (a) Seller Parent Gemini has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyin accordance with the terms hereof. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors and stockholders of Seller ParentGemini. No other corporate proceedings on the part of Seller Parent Gemini are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Gemini and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentGemini, enforceable against Seller Parent Gemini in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions)its terms. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentGemini, nor the consummation by Seller Parent Gemini of the transactions contemplated hereby Transactions, or thereby, nor compliance by Seller Parent Gemini with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of Seller ParentGemini's Governing Documents, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Gemini or any of its properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Seller Parent under, Gemini under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Gemini is a party, or by which it Gemini or any of its properties or assets may be boundbound or affected except, except with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either as individually or and in the aggregate, aggregate would not have a Material Adverse Effect on Gemini, or the ability of Gemini to consummate the Transactions. No consents or approvals of or filings or registrations with respect or notices to Seller Parentany public body or authority are necessary on behalf of Gemini in connection with (x) the execution and delivery by Gemini of this Agreement and (y) the consummation by Gemini of the Transactions.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No , and no other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions)general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of Seller Incorporation or Bylaws of Parent, or the articles of incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor5.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent GSAM has full corporate all requisite limited partnership power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board general partner of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsGSAM. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent GSAM and (assuming due authorization, execution and delivery by each of SellerGSBD, Bank MMLC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentGSAM, enforceable against Seller Parent GSAM in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentGSAM, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofGSAM, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, limited partnership of GSAM or the limited partnership agreement of GSAM or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets GSAM or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent GSAM under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent GSAM is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to Seller ParentGSBD or MMLC. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by GSAM, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent GSAM from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to GSBD or MMLC.

Authority; No Violation. (a) Seller Parent has and Merger Sub will have full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No , and will be so approved in the case of Merger Sub, and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentParent Certificate or the Parent Bylaws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations that, either individually or in the aggregate, creation that would not have reasonably be expected to cause a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement Agreement, and the Other Investment Agreements has consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of Seller ParentParent and Merger Sub. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentParent nor Merger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of Seller Parent, Incorporation or Bylaws of Parent or Merger Sub or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (xii)(y) and (y) above) above for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits which, either individually or in the aggregate, would not have be a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent Such Adviser has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board managers of Directors of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentssuch Adviser. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent such Adviser and (assuming due authorization, execution and delivery by each of Sellersuch other Adviser, Bank OTF II, OTF and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentsuch Adviser, enforceable against Seller Parent such Adviser in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentsuch Adviser, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofsuch Adviser, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation or limited liability company agreement of such Adviser or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets such Adviser or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent such Adviser under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent such Adviser is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to Seller ParentOTF II or OTF. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Adviser, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OTF II or OTF.

Authority; No Violation. (a) Seller Parent has full corporate power and authority and is duly authorized to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary corporate action on the Board part of Directors of Seller Parent. No other corporate proceedings (including any approvals of Parent’s shareholders) on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming Parent. Assuming due authorization, execution and delivery by each of SellerCompany, Bank and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Remedies Exceptions). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Parent Certificate of Seller Parent, Formation or Parent Bylaws or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Parent or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien with respect thereto upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board all necessary corporate and stockholder action of Directors of Seller Parent. No Parent and no other corporate or stockholder proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorSeasons) constitute legal, constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions)general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, incorporation or bylaws of Parent or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate will not have and would not reasonably be expected to have a Material Adverse Effect with respect to Seller on Parent.

Authority; No Violation. (a) Seller Parent The Joint Advisor has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyAgreement. The execution and delivery of this Agreement and the Other Investment Agreements has been duly and validly approved by the Board board of Directors managers of Seller Parent. No other corporate proceedings on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsJoint Advisor. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent the Joint Advisor and (assuming due authorization, execution and delivery by each of SellerCCT II, Bank FSIC III, FSIC IV, FSIC II, Merger Sub 1, Merger Sub 2 and InvestorMerger Sub 3) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentthe Joint Advisor, enforceable against Seller Parent the Joint Advisor in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentthe Joint Advisor, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransactions, nor compliance performance of this Agreement by Seller Parent with any of the terms or provisions hereof or thereofJoint Advisor, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of the Joint Advisor or the limited liability company agreement of the Joint Advisor or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Law or injunction Order applicable to Seller Parent or any of its properties or assets the Joint Advisor or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent the Joint Advisor under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Seller Parent the Joint Advisor is a party, party or by which it or its properties or assets may be boundis bound except, except with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be have a Material Adverse Effect on the Joint Advisor. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with respect the execution, delivery or performance of this Agreement by the Joint Advisor, except for any such consents, approvals, filings or registrations that the failure to Seller Parentobtain or make would not, individually or in the aggregate, reasonably be expected to be material to the Joint Advisor.

Authority; No Violation. (a) Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Seller Parent. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming Parent. Assuming due authorization, execution and delivery by each of SellerCompany, Bank and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parent, enforceable against Seller Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents articles of Seller Parent, incorporation or bylaws of Parent or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits that would not reasonably be expected to, either individually or in the aggregate, would not have a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of Seller ParentParent and Merger Sub. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions)effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentParent nor Merger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of Seller Parent, Incorporation or Bylaws of Parent or Merger Sub or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits which, either individually or in the aggregate, would not have be a Parent Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved authorized by the Board Boards of Directors of Seller Parent. No Parent and Merger Sub and by Parent as sole stockholder of Merger Sub, as applicable, and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsMerger. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe Company) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Seller ParentParent Certificate or the Parent Bylaws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.5 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Law applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Each of Parent and Buyer has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved and adopted by the Board members of Directors the Buyer and the Executive Committee of Seller Parent. No Parent and no other corporate company proceedings on the part of Seller Buyer or Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Buyer and Parent and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, constitutes the valid and binding obligations obligation of Seller Buyer and Parent, enforceable against Seller Parent each of them it in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Buyer and Parent, nor the consummation by Seller Buyer and Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Buyer and Parent with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents either of Seller Parenttheir constituent documents, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Buyer or Parent, or any of its their respective properties or assets or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Seller Buyer or Parent under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which Seller Buyer or Parent is a party, party or by which it or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.

Authority; No Violation. (a) Seller Parent TAG has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject take all actions necessary or appropriate to the actions described below, be taken by it to consummate the transactions contemplated hereby and therebyhereby. The Except as set forth on Schedule 5.2(a), the execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of Seller Parent. No TAG and its shareholders, and no other corporate proceedings on the part of Seller Parent TAG are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent TAG, and (assuming the due authorization, execution and delivery of this Agreement by each of Seller, Bank Opgroup and InvestorOpfin) constitute legal, a valid and binding obligations obligation of Seller ParentTAG, enforceable against Seller Parent it in accordance with their respective terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions)general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentTAG, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyMerger, nor compliance by Seller Parent TAG with any of the other terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents its certificate of Seller Parent, incorporation or bylaws or (ii) subject to the securities laws referred to except as set forth in Section 4.4 Schedule 5.2(b), and assuming that the accuracy consents and approvals required of Section 5.5 with respect to each InvestorOpgroup and Opfin in Sections 7.2 and 7.3 are duly obtained, (x) violate any lawApplicable Law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction applicable to Seller Parent or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien material Encumbrance upon any of the properties TAG's assets or assets of Seller Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, lease agreement or other instrument or obligation to which Seller Parent TAG is a party, or by which it TAG or any of its properties or assets assets, may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Parent Ameris has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby hereby. As of the date of this Agreement, the Board of Directors of Ameris has determined that this Agreement is advisable and therebyin the best interests of Ameris and its shareholders. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Seller Parent. No Ameris and no other corporate proceedings action is necessary on the part of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other InvestmentsAmeris. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Ameris and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCoastal) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentAmeris, enforceable against Seller Parent Ameris in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by Ameris or any Other Investment the Bank Merger Agreement by Seller ParentAmeris Bank, nor the consummation by Seller Parent Ameris of the transactions contemplated hereby in this Agreement or therebyby Ameris Bank of the transactions in the Bank Merger Agreement, nor compliance by Seller Parent Ameris or Ameris Bank with any of the terms or provisions hereof of this Agreement or thereofthe Bank Merger Agreement, will (i) violate any provision of the Constituent Documents Ameris Charter or the Ameris Bylaws or the organizational documents of Seller ParentAmeris Bank, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Ameris, any of its Subsidiaries or any of its their respective properties or assets in a manner that could be reasonably expected to have a Material Adverse Effect on Ameris, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent Ameris or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Ameris or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parent.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated hereby have been duly and validly approved and adopted by the Board of Directors of Seller Parent. No Parent and Merger Sub and approved and adopted by the sole shareholder of Merger Sub and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller each of Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorCompany) constitute legal, constitutes the valid and binding obligations obligation of Seller Parenteach of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by Parent or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent or Merger Sub with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Certificate of Seller ParentIncorporation of Parent (the “Parent Certificate”) or the Bylaws of Parent (“Parent Bylaws”) or the articles of incorporation or bylaws of Merger Sub, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investorare duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent Parent, any of its Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which Seller Parent or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentaffected.