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 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 Investor 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, 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 liability company 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 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. (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 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 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. (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 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 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. (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. (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 Company Share Issuance) 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 Company Share Issuance, 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 Company Share Issuance and the other transactions contemplated by this Agreement.

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 Such Unitholder 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 Unitholder and no other corporate organizational proceedings on the part of Seller Parent such Unitholder 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 Unitholder 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 Unitholder, enforceable against Seller Parent such Unitholder 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 Parentsuch Unitholder, nor the consummation by Seller Parent such Unitholder of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent such Unitholder 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 Unitholder, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent such Unitholder, 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 Units 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 Unitholder 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 Unitholder to Seller Parentperform its obligations under this Agreement.

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 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 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 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 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 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 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 adopted and 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 InvestmentsPurchaser. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent Purchaser 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, enforceable against Seller Parent Purchaser 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 ParentPurchaser, nor the consummation by Seller Parent Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent the Purchaser with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents restated certificate of Seller Parentincorporation or bylaws of Purchaser, 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 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 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 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 Quartz 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 Quartz and no other corporate proceedings on the part of Seller Parent Quartz 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 Quartz 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 ParentQuartz, enforceable against Seller Parent Quartz 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 ParentQuartz, nor the consummation by Seller Parent Quartz of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Quartz with any of the terms or provisions hereof or thereofhereof, will (ix) violate any provision of the Constituent Documents governing documents of Seller ParentQuartz or the certificate of incorporation, by-laws or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy similar governing documents of Section 5.5 with respect to each Investorany of Quartz’s Subsidiaries, (xy) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Quartz or any of its Quartz’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 Quartz or any of Quartz’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 Quartz or any of Quartz’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 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 The Issuer has full the 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 by this Agreement have been duly and validly approved by the Board its board of Directors of Seller Parent. No directors, and except as contemplated under Section 10.7, no other corporate proceedings actions on the part of Seller Parent the Issuer 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 the Issuer and (assuming due authorization, execution and delivery by each of Seller, Bank and Investorthe other Parties) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller Parentthe Issuer, enforceable against Seller Parent the Issuer in accordance with their respective terms (its terms, except in all cases as that such enforceability (A) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptions)enforcement of creditors’ rights generally and (B) 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. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parentthe Issuer, nor the consummation by Seller Parent the Issuer of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent the Issuer with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Amended and Restated Certificate of Seller ParentIncorporation or the bylaws of the Issuer, or (ii) subject to the securities laws assuming that any consents and approvals referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor10.2 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent the Issuer, 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 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 Encumbrance upon any of the properties or assets of Seller Parent the Issuer 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 the Issuer 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 (x) and (y) above) iii), for such violations, conflicts, breaches, defaults, terminations, cancellationsaccelerations and Encumbrances which would not have, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parenton the Issuer.

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. (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 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 The Shareholder has full corporate power and absolute right, power, authority and legal capacity to execute execute, deliver and deliver perform this Agreement and all Other Seller Agreements to which the Other Investment Agreements Shareholder, is a party, and, subject to assuming the actions described belowdue authorization, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Seller 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 parties to approve such agreements, this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement constitutes, and the Other Investment Seller Agreements have been duly and validly executed and delivered by Seller Parent and (assuming due authorizationconstitute, execution and delivery by each of Seller, Bank and Investor) constitute the legal, valid and binding obligations of Seller Parentof, and will be enforceable against Seller Parent in accordance with their respective terms (against, the Shareholder, except in all cases as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and (ii) general principles of equity, including, without limitation, concepts of reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability may be limited by the Enforceability Exceptionsof agreements generally (regardless of whether considered in a proceeding in equity or at law). (b) Neither the execution . The execution, delivery and delivery performance of this Agreement or any and the Other Investment Agreement by Seller Parent, nor Agreements and 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, each such agreement will not (iA) violate (x) any Legal Requirement to which the Company or the Shareholder is subject or (y) any provision of the Constituent Documents articles of Seller Parentincorporation or bylaws of the Company, or (iiB) subject to the securities laws referred to except as set forth in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each InvestorSchedule 3.1(d), (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 withwith or without the giving of notice or the lapse of time or both, or result in a the breach of any provision of 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 Encumbrance upon any properties, assets or business of the properties Company or assets of Seller Parent underthe Shareholder, pursuant to, any of the terms, conditions or provisions of any note, bondindenture, mortgage, indenture, deed of trust, licenselien, lease, agreement license, Permit, agreement, instrument or other instrument or obligation arrangement to which Seller Parent the Company, any Subsidiary, or the Shareholder is a party, party or by which it the Company, any Subsidiary, or its the Shareholder, or any of their respective assets and properties is bound or assets may be boundsubject, except but for purposes of this representation and warranty, any right on the part of the other party to such agreement to terminate any such agreement upon the execution, delivery and performance of this Agreement and the Other Seller Agreements or the consummation of the transactions contemplated by each such agreement will not constitute a breach of this representation and warranty (whether or not the agreement is listed on Schedule 3.1(d)). Except for notices that have been given and consents that have been obtained by the Shareholder prior to the execution of this Agreement (which are set forth in Schedule 3.1(d)), neither the case Company, the Shareholder or any Subsidiary, need give any notice to, make any filing with or obtain any authorization, consent or approval of clauses any Governmental Authority in order for the parties to consummate the transactions contemplated by this Agreement and the Other Seller Agreements. Neither the Shareholder nor the Company or any Subsidiary is a party to any litigation or proceeding (x) and, to the knowledge of the Shareholders, no such litigation or proceeding has been threatened), that seeks to prohibit or delay, or that seeks damages as a result of, the execution and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations delivery of this Agreement by the Shareholder or creations that, either individually or in the aggregate, would not have a Material Adverse Effect with respect to Seller Parentconsummation of the transactions contemplated by this Agreement.

Authority; No Violation. (a) Seller Parent ▇▇▇▇▇ has full all 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 therebyTransactions. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Transactions have 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 or its controlled Affiliates is necessary to approve this Agreement or the Other Investment Agreements or to consummate 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 (▇▇▇▇▇ and, assuming due authorization, execution and delivery by each of SellerSeller or an Affiliate thereof, Bank and Investor) as applicable, this Agreement constitute legal, 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 by Seller Parent▇▇▇▇▇, 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 does or thereof, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, incorporation or bylaws 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, (xA) 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 (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 properties or assets of Seller Parent under, Buyer 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 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 clause (x) and (yii) above) for such violations, conflicts, breaches, defaultsdefaults or loss of benefits which would not reasonably be expected to have, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Buyer Material Adverse Effect with respect to Seller ParentEffect.

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 Parent 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 therebyTransactions. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Transactions have been duly and validly approved by all necessary limited liability company action on the Board part of Directors of Seller ParentSeller. No other corporate proceedings limited liability company proceeding on the part of Seller Parent are or its Affiliates is necessary to approve this Agreement or the Other Investment Agreements or to consummate 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 (its Affiliates, as applicable, and, assuming due authorization, execution and delivery by each of SellerBuyer, Bank and Investor) this Agreement constitute legal, a valid and binding obligations obligation of Seller Parentand its Affiliates, as applicable, enforceable against Seller Parent and its Affiliates, as applicable, 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 Parentor its Affiliates, nor the consummation by Seller Parent or its Affiliates of the transactions contemplated hereby or thereby, Transactions nor compliance by Seller Parent or its Affiliates with any of the terms or provisions hereof does or thereof, will (i) violate any provision of the Constituent Documents certificate of organization, operating agreement, or similar organization documents of Seller Parentor its Affiliates, 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 Investor3.3 are duly obtained, (xA) 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 (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 consummation of the Transactions, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, Acquired Assets 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 or any Affiliate thereof is a partyparty relating to the Acquired Assets or Account Assets, or by which it the Acquired Assets or its properties or assets Account Assets may be boundbound or affected, except (in the case of clauses this clause (x) and (y) aboveii)(B)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, either individually or in the aggregate, loss of benefits which would not have a Material Adverse Effect with respect reasonably be expected to Seller Parentbe material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Parent GC Advisors 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 InvestmentsGC Advisors. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent GC Advisors and (assuming due authorization, execution and delivery by each of SellerGCIC, Bank GBDC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentGC Advisors, enforceable against Seller Parent GC Advisors 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 ParentGC Advisors, 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 thereofGC Advisors, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of GC Advisors or the limited liability company agreement of GC Advisors 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 GC Advisors 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 GC Advisors 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 GC Advisors 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 GC Advisors. (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 GC Advisors, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not not, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect with respect to Seller ParentGC Advisors.

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 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 GC Advisors 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 InvestmentsGC Advisors. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent GC Advisors and (assuming due authorization, execution and delivery by each of SellerGBDC 3, Bank GBDC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller ParentGC Advisors, enforceable against Seller Parent GC Advisors 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 ParentGC Advisors, 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 thereofGC Advisors, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation of GC Advisors or the limited liability company agreement of GC Advisors 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 GC Advisors 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 GC Advisors 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 GC Advisors 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 GC Advisors 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 ParentGBDC 3 or GBDC. (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 GC Advisors, 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 GC Advisors 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 GBDC 3 or GBDC.

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 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 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 Company 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 have been duly and validly approved by all necessary corporate action on the Board part of Directors of Seller ParentCompany. No other corporate proceedings on the part of Seller Parent Company 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 Company. Assuming due authorization, execution and delivery by Buyer and each of Seller, Bank and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Seller ParentCompany, enforceable against Seller Parent Company 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, Company nor the consummation by Seller Parent Company of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Company Articles of Seller Parent, Incorporation or Company 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 Investor2.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Company 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 underunder or in any payment conditioned, in whole or in part, on a change of control of Company 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 upon any of the properties or assets of Seller Parent Company 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 Company 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 (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 reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent ESB has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the actions described below, Agreement of Merger and to consummate the transactions contemplated hereby and therebythereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Other Investment Agreements has Agreement of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Seller Parent. No ESB and no other corporate proceedings on the part of Seller Parent ESB are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions so contemplated. This Agreement and the Other Investment Agreements Agreement of Merger have been duly and validly executed and delivered by Seller Parent ESB and (assuming due authorization, execution and delivery by each of Seller, Bank and Investor) constitute legal, valid and binding obligations of Seller ParentESB, enforceable against Seller Parent it in accordance with and subject to their respective terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the Enforceability Exceptions)availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Neither None of the execution and delivery of this Agreement or any Other Investment and the Agreement of Merger by Seller ParentESB, nor the consummation by Seller Parent ESB of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, or thereby, nor compliance by Seller Parent ESB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents Articles of Seller ParentIncorporation or other governing instrument or Bylaws of ESB or any of the ESB Subsidiaries, or (ii) subject to assuming that the securities laws referred to in Section 4.4 consents and assuming the accuracy of Section 5.5 with respect to each Investorapprovals set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent ESB or any of its the ESB Subsidiaries or any of their respective 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 respective properties or assets of Seller Parent under, ESB or any of the ESB 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 ESB or any of the ESB Subsidiaries is a party, or by which it 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 violationsexcept, 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.with

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 Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Merger and the other transactions contemplated hereby have been duly and validly approved and authorized by the Board of Directors of Seller Parent. No Parent and Merger Sub and no other corporate proceedings (including approval of stockholders) on the part of Seller either Parent or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or Merger and the Other Investmentsother transactions 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 each in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Neither the The execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentParent and Merger Sub, nor and the consummation by Seller Parent and Merger Sub of the transactions contemplated hereby or therebyhereby, nor and compliance by Seller Parent and Merger Sub with any of the terms or provisions hereof or thereofhereof, will not (i) violate violate, conflict with or result in a violation of any provision of the Constituent Documents certificate of Seller Parentincorporation or bylaws (or similar organizational documents) of Parent and Merger Sub, or (ii) subject to assuming compliance with the securities laws matters referred to in Section 4.4 and assuming the accuracy of Section 5.5 with respect to each Investor4.3, (x) 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 Subsidiaries or any of their respective properties or assets assets, or (yiii) 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 Parent, Merger Sub or any of their 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 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 this clause (x) and (y) aboveiii)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which would not reasonably be expected to have, 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 Investor has full corporate 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 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 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 Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Fa▇▇▇▇▇▇▇▇, and subject to the parties obtaining all necessary regulatory approvals, Fa▇▇▇▇▇▇▇▇ ▇as 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 of Seller ParentFa▇▇▇▇▇▇▇▇. No Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of Seller Parent are Fa▇▇▇▇▇▇▇▇ ▇re 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, Fa▇▇▇▇▇▇▇▇ ▇nd constitutes the valid and binding obligations obligation of Seller ParentFa▇▇▇▇▇▇▇▇, enforceable against Seller Parent in Fa▇▇▇▇▇▇▇▇ ▇n 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 ParentFa▇▇▇▇▇▇▇▇, nor the consummation by Seller Parent of Fa▇▇▇▇▇▇▇▇ ▇f the transactions contemplated hereby in accordance with the terms hereof, or thereby, nor compliance by Seller Parent with Fa▇▇▇▇▇▇▇▇ ▇ith any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Fa▇▇▇▇▇▇▇▇'▇ Certificate of Seller ParentIncorporation or other governing instrument or Bylaws, or (ii) subject to assuming that the securities laws referred to in Section 4.4 consents and assuming the accuracy of Section 5.5 with respect to each Investorapprovals set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent Fa▇▇▇▇▇▇▇▇ or any of its properties or assets assets, or (yiii) except as set forth in the Fa▇▇▇▇▇▇▇▇ Disclosure Schedule, 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, Fa▇▇▇▇▇▇▇▇ 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 Fa▇▇▇▇▇▇▇▇ ▇s a party, or by which it or any of its properties or assets may be boundbound or affected except, except with respect to (ii) and (iii) above, such as individually and in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of clauses Fa▇▇▇▇▇▇▇▇ ▇nd the Fa▇▇▇▇▇▇▇▇ Subsidiary on a consolidated basis, or the ability of Fa▇▇▇▇▇▇▇▇ ▇o consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the third parties listed in the Fa▇▇▇▇▇▇▇▇ ▇isclosure Schedule, the OCC, the Commissioner of Banking of the State of New Jersey (the "Commissioner"), the Securities and Exchange Commission (the "SEC"), and the stockholders of Fa▇▇▇▇▇▇▇▇, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Fa▇▇▇▇▇▇▇▇ in connection with (x) the execution and delivery by Fa▇▇▇▇▇▇▇▇ of this Agreement 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 Parentconsummation by Fa▇▇▇▇▇▇▇▇ of transactions contemplated hereby.

Authority; No Violation. (a) Seller Parent 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 by all requisite corporate action on the Board part of Directors of Seller Parent. No Buyer, and no other corporate proceedings on the part of Seller Parent Buyer or its shareholders 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 Buyer and (assuming the due authorization, execution and delivery of this Agreement by each of Seller, Bank the Company and Investorthe Shareholders) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer 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 ParentBuyer, nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or therebyto be performed by it, nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents organizational documents of Seller Parent, Buyer or (ii) subject to except as set forth in Schedule 5.2(b), 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 Investor6.2 hereof are duly obtained, (x) violate violate, conflict with or require any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree Consent under any Applicable Law to which Buyer or injunction applicable to Seller Parent any of its Affiliates or any of its properties or assets are subject, 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 or result in a right of acceleration of the performance required by, or result in the creation of any material Lien upon any of the properties properties, Contracts or assets of Seller Parent underthe Buyer, or require any notice, approval or Consent under any Contract to which Buyer or 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 its Affiliates is a party, or by which it Buyer or any of its Affiliates, or any of its or their 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 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 The 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 the Adviser and (assuming due authorization, execution and delivery by each of SellerOBDC II, Bank OBDC and InvestorMerger Sub) constitute legal, constitutes the valid and binding obligations obligation of Seller Parentthe Adviser, enforceable against Seller Parent the 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 Parentthe Adviser, nor the consummation by Seller Parent the Adviser 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 thereof, Adviser will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation or limited liability company agreement of the 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 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 the 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 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 the 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 ParentOBDC II or OBDC. (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 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 the 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 OBDC II or OBDC.

Authority; No Violation. (a) Seller Parent The 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 managing member 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 the Adviser and (assuming due authorization, execution and delivery by each of Seller, Bank the Company and Investorthe Acquiror) constitute legal, this Agreement constitutes the valid and binding obligations obligation of Seller Parentthe Adviser, enforceable against Seller Parent the 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 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 thereofAdviser, will (i) violate any provision of the Constituent Documents certificate of Seller Parent, formation or the limited liability company agreement of the 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 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 the 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 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 Company or the Acquiror. (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 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 Company or the Acquiror.

Authority; No Violation. (a1) Seller Parent FIG 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 therebyby this Agreement. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of Seller Parent. No other corporate proceedings on FIG, and does not require the part consent or approval of Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentsshareholders of FIG. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent FIG and (assuming due authorization, execution and delivery by each the APAA Group and the receipt of Seller, Bank and Investorall Requisite Regulatory Approvals (as defined in Section 7.1(iii) constitute legal, of this Agreement) constitutes a valid and binding obligations obligation of Seller ParentFIG, enforceable against Seller Parent FIG in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions)its terms. (b2) Neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller Parent, FIG nor the consummation by Seller Parent FIG of the transactions contemplated hereby or therebyby this Agreement, nor compliance by Seller Parent FIG with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Articles of Seller Parent, Incorporation or Bylaws of FIG or (ii) subject to assuming that all Requisite Regulatory Approvals and all of the securities laws consents and approvals referred to in Section 4.4 and assuming the accuracy 3.4 of Section 5.5 with respect to each Investorthis Agreement are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent FIG or any of its 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 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 lien, charge or encumbrance of any nature (collectively "Lien") upon any of the properties or assets of Seller Parent FIG 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 FIG is a party, or by which it or any of its 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 thatdefaults which, either individually or in the aggregate, would will not have or be reasonably likely to have a Material Adverse Effect with respect to Seller Parenton FIG.

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 SellerFSK, Bank FSKR 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), 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 the Joint 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 ParentFSK or FSKR. (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, individually or in the aggregate, reasonably be expected to prevent the Joint 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 FSK or FSKR.

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 has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements and, subject to the stockholder and other actions described below, to consummate the transactions contemplated hereby and therebyhereby. 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).the (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, including the Bank Merger, nor compliance by Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of Seller Parent, Articles or the Seller 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 Investor3.4 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 Seller Significant 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 by, or result in the creation of any Lien upon any of the respective properties or assets of Seller Parent or any of Seller Significant 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 Seller Significant 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 (xA) and (yB) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to Seller Parenton Seller.

Authority; No Violation. (a) Seller Parent Each of TEI and the Buyer has full the 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 carry out the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement of each of TEI and the Other Investment Agreements Buyer has been duly and validly authorized and approved 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 the Buyer and TEI and this Agreement or constitutes the Other Investment Agreements or to consummate the Investment or the Other Investments. This Agreement legal and binding obligation of TEI and the Other Investment Agreements have been duly Buyer, enforceable against each of TEI and validly executed the Buyer in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and delivered by Seller that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. Assuming the accuracy of the representations and warranties of the Company and the Parent and (assuming due authorizationhereunder, execution and delivery the entering into of this Agreement by each of SellerTEI and the Buyer does not, 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 the Buyer of the transactions contemplated hereby will not, violate the provisions of (a) any applicable federal, state or thereby, nor compliance by Seller Parent with any local laws; (b) its Charter or by-laws of the terms or provisions hereof or thereofBuyer and TEI; (c) except under TEI’s current credit facility with ▇▇▇▇▇▇▇ Bank, 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 byof, or result in the creation a default or acceleration of any Lien upon obligation under, or result in any change in the rights or obligations of the properties Buyer under or assets of Seller Parent underTEI, any of the termsLien, conditions or provisions of any notecontract, bond, mortgage, indenture, deed of trustagreement, license, lease, agreement instrument, indenture, order, arbitration award, judgment, or other instrument or obligation decree to which Seller Parent the Buyer is a party, party or by which it or its properties or assets may be is bound, except or to which any property of the Buyer or TEI is subject; or (d) give to any third party any interest or rights, including rights of termination of cancellation, in or with respect to any of the case material properties, assets, agreements, contracts or business of clauses (x) and (y) above) for such violationsthe Buyer or TEI, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, which would not have a Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Parent 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 (including the Merger, Bank Combination and Dissolution) have been duly and validly approved by the Board of Directors Trustees of Seller ParentBuyer. No other corporate proceedings or approvals 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 Seller and InvestorSeller Bank) constitute legal, constitutes a 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 the Enforceability Exceptions). (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 thereby(including the Merger, Bank Combination and Dissolution), nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents articles of Seller Parent, association or bylaws of Buyer 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 Buyer 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 respective properties or assets of Seller Parent Buyer under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent Buyer 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 this clause (y) above)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to Seller Parenton Buyer.

Authority; No Violation. (a) Seller Parent and the Company each has full corporate power ----------------------- and absolute right, power, authority and legal capacity to execute execute, deliver and deliver perform this Agreement, and assuming the due authorization, execution and delivery by Buyer, this Agreement constitutes the legal, valid and binding obligation of, and will be enforceable in accordance with its respective terms against, Seller and the Company, except as such enforcement is subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally. Except as set forth on SCHEDULE 3.3, the execution, delivery and performance of this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate ------------ consummation of the transactions contemplated hereby by this Agreement have been duly approved by the Boards of Directors of the Company and therebythe Seller and will not (a) violate any Legal Requirement to which the Company or Seller is subject or under which the Assets are subject or bound or any provision of the articles of incorporation or by-laws of Seller or the Company, or (b) violate, with or without the giving of notice or the lapse of time or both, or conflict with or result in the breach or termination of any provision of, or a diminution of the rights of the Company under, or constitute a default under, or give any Person the right to accelerate any obligation under, or result in the creation of any Encumbrance upon, the Company, the Assets or the Business, pursuant to any indenture, mortgage, deed of trust, lien, lease, license, Permit, contract, agreement, instrument or other arrangement to which the Company is a party or by which the Company is bound. The All necessary organizational action on the part of Seller has been taken to authorize the execution and delivery of this Agreement and the Other Investment Agreements has been duly other documents and validly approved by instruments required hereby, the Board performance 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 its obligations hereunder and thereunder, 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 and 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 Each of EMCC and Merger Sub has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and the Other Investment Agreements and, subject to the actions described below, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Other Investment Agreements has consummation of the Merger and the other transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of Seller Parenteach of EMCC and Merger Sub. No other corporate proceedings on the part of Seller Parent EMCC or Merger Sub are necessary to approve this Agreement or the Other Investment Agreements or and to consummate the Investment or Merger and the Other Investmentsother transactions contemplated hereby. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent each of EMCC and (Merger Sub and, assuming due authorization, execution and delivery by each of Sellerthe Company, Bank and Investor) constitute legal, constitutes a valid and binding obligations obligation of Seller Parenteach of EMCC and Merger Sub, enforceable against Seller Parent each of EMCC and Merger Sub in accordance with their respective terms (its terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally; and (ii) is subject to 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 by EMCC or any Other Investment Agreement by Seller ParentMerger Sub, nor the consummation by Seller Parent EMCC or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Seller Parent EMCC or Merger Sub 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 EMCC or Merger Sub; (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 Investor3.3 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, decree or injunction applicable to Seller Parent EMCC and Merger Sub or any of its their respective properties or assets assets; or (yiii) 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 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 EMCC or Merger Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement material Contract or other instrument or obligation to which Seller Parent EMCC or Merger Sub is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be bound, except (except, in the case of clauses (xii) and (yiii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations accelerations, creation of Liens or creations the loss of benefits that, either individually or in the aggregate, would not reasonably be expected to have a an EMCC Material Adverse Effect with respect to Seller ParentEffect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has full corporate all requisite 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 member of Merger Sub (the “Merger Sub Member 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 corporate proceedings all necessary 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 Member 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 organizational documents of Seller ParentParent 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 (other than a Permitted Lien) 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 Member Approval and compliance with the requirements specified in clauses (i), (ii), (iii) and (iv) 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 ParentParent 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 Ohio Secretary of State, (iii) filings required under, and compliance with the requirements of, the Securities Act and the Exchange Act, and (iv) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings that, if not obtained or made, would be reasonably expected to have a Parent Material Adverse Effect. (d) No vote of the members of Parent is necessary for the consummation by Parent of the transactions contemplated by this Agreement.

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, 16 <PAGE> 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) Each Seller Parent has full corporate power and authority to execute and deliver this Agreement and the Other Investment Agreements andother documents required to be executed and delivered by such Seller in connection herewith and therewith (collectively, subject to the actions described below, “Seller Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Investment Agreements has other Seller Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of Seller Parent. No each Seller, and no other corporate proceedings on the part of any Seller Parent are is necessary to approve this Agreement or and the Other Investment Agreements or other Seller Transaction Documents and to consummate the Investment transactions contemplated hereby or the Other Investmentsthereby. This Agreement and the Other Investment Agreements have each other Seller Transaction Document has been duly and validly executed and delivered by each Seller Parent and (assuming the due authorization, execution and delivery of this Agreement and each other Seller Transaction Document by each of Seller, Bank and Investorthe other party or parties thereto) constitute legal, the valid and binding obligations of Seller Parenteach Seller, enforceable against each Seller Parent in accordance with their respective terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions)terms. (b) Neither the execution and delivery of this Agreement or any Other Investment Agreement other Seller Transaction Document by Seller Parenteach Seller, nor the consummation by such Seller Parent of the transactions contemplated hereby or therebythereby to be performed by it, nor compliance by such Seller Parent with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents applicable governing documents of Seller Parentsuch Seller, or (ii) subject to the securities laws referred to in Section 4.4 and assuming the accuracy of Section 5.5 (A) violate any applicable law with respect to each Investorsuch Seller, (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 assets, (B) result in the creation of any Encumbrance upon any of the Shares being sold hereunder by such Seller, or (yC) violate, conflict with, result in a breach of any provision of 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 such Seller Parent is a party, or by which it such Seller or any of its properties or assets may be boundbound or affected, except except, with respect solely to clause (in the case of clauses (x) and (yC) above) , for such violations, conflicts, breachesbreaches or defaults that would not, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not have a Material Adverse Effect Effect. (c) Neither the execution and delivery of this Agreement or any other Seller Transaction Document by any Seller, nor the consummation by any Seller of the transactions contemplated hereby or thereby to be performed by it, nor compliance by any Seller with any of the terms or provisions hereof or thereof, will (i) violate any provision of the applicable governing documents of the Company, or any Subsidiary, or (ii) (A) violate any applicable law with respect to Seller Parentthe Company, any Subsidiary, or any of their respective properties or assets, (B) result in the creation of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary, or (C) violate, conflict with, result in a breach of any provision of, or constitute a default under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company, or any Subsidiary is a party, or by which the Company, or any Subsidiary or any of their respective properties or assets may be bound or affected, except, with respect solely to clause (C) above, for such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; No Violation. (a) Seller Parent Edify 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 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 InvestmentsEdify. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (Edify and, assuming due authorization, execution and delivery by each Purchaser and Merger Sub of Sellerthis Agreement, Bank and Investor) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentEdify, enforceable against Seller Parent Edify in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by 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. All corporate and stockholder approvals of Edify which are necessary to consummate the Enforceability Exceptions)transactions contemplated hereby have been obtained. (b) Neither Except as set forth at Section 3.3(b) of the Edify Disclosure Schedule, none of the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentEdify, nor the consummation by Seller Parent Edify of the transactions contemplated hereby hereby, or thereby, nor compliance by Seller Parent Edify with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of Seller ParentIncorporation or By-Laws of Edify or any of the 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 Investor3.4 hereof are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, Order, writ, decree or injunction Laws (as defined in Section 10.12) applicable to Seller Parent Edify, the Subsidiaries 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 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 properties or assets of Seller Parent Edify or the 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 Edify or the Subsidiaries is a party, or by which it Edify, the Subsidiaries or its any of their respective properties or assets may be boundbound or affected, except (except, in the case of clauses (x) and (y) above) for each case, where such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation or creations that, either individually or in the aggregate, acceleration would not have a Material Adverse Effect (as defined in Section 10.12) on Edify and the Subsidiaries, taken as a whole or (C) violate, conflict with respect or result in a breach of, or subject Edify, Edify Holding or any Subsidiary to Seller Parentany payment, issuance of shares or other consideration under or in connection with the Option Plans or any agreement involving payments to an employee or other person except as set forth on Exhibit 7.14.

Authority; No Violation. (a) Seller Parent 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 authorized by the Board of Directors of Seller Parent. No other all necessary corporate proceedings action on the part of Seller Parent are Buyer, and no other corporate action on the part of the Buyer is necessary to approve this Agreement or the Other Investment Agreements authorize 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 the due authorization, execution and delivery of this Agreement by each of Seller, Bank and Investorthe Symphony Parties) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentBuyer, enforceable against Seller Parent Buyer 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 Parent, Buyer nor the consummation by Seller Parent Buyer of the transactions contemplated hereby or therebyto be performed by it, nor compliance by Seller Parent Buyer with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Seller Parentincorporation or bylaws of Buyer, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 4.4 Sections 2.2 and assuming the accuracy of Section 5.5 with respect to each Investor2.4 hereof are duly obtained, (x) violate violate, conflict with or require any lawnotice, statutefiling, code, ordinance, rule, regulation, judgment, Order, writ, decree consent or injunction applicable approval under any Applicable Law to Seller Parent which Buyer or any of its properties Subsidiaries or any of its properties, contracts or assets are subject, 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 or without 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 or result in a right of acceleration of the performance required by, or result in the creation of any Lien Encumbrance upon any of the properties properties, contracts or assets of Seller Parent Buyer under, or require any of the termsnotice, conditions approval or provisions of consent under, 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, or by which it Buyer or any of its Subsidiaries, or any of its or their properties or assets assets, may be boundbound or affected, except (other than, in the case of clauses (x) and (y) above) for ), any such violationsitems that would not be reasonably likely, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not to have a Buyer 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 of Directors of Seller Parent. No ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or 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 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 Articles of Seller ParentIncorporation of Buyer or the Bylaws 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, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, Orderorder, writ, injunction or decree or injunction applicable to Seller Parent or any of its properties or assets Buyer 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 Buyer 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 Buyer is a party, party or by which it or any of its 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 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 consummation of 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 Transaction have been duly and validly executed and delivered authorized by Seller Parent and (assuming due authorization, execution and delivery by each all necessary corporate or other action on the part of Seller, Bank the Asset Subsidiaries, the members of the Stock Group and Investor) constitute legal, the Stock Selling Subsidiaries. This Agreement is a valid and binding obligations obligation of Seller, the Subsidiaries, the members of the Stock Group that are affiliates of Seller Parentand the Stock Selling Subsidiaries, enforceable against Seller Parent each of them in accordance with their respective terms (its terms, except in all cases as such enforceability the enforcement may be limited by the Enforceability Exceptions)bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) Neither Except as set forth in Section 2.3 of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Other Investment Agreement by Seller ParentAgreement, nor the consummation by Seller Parent of the transactions contemplated hereby or therebyTransaction, nor compliance by Seller Parent Seller, the Subsidiaries, the members of the Stock Group and the Stock Selling Subsidiaries with any of the terms or provisions hereof or thereofof the Agreement, 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, violate, result in a breach of any provision of or the loss of any benefit underof, 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 give rise to any right of termination termination, cancellation or cancellation underacceleration, accelerate the performance required by, or result in the creation of any Lien material Encumbrance upon any of the properties Sale Assets, or the assets of Seller Parent under, any member 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 partyStock Group, or by which it or its properties or assets may be boundrequire any authorization, except (in the case of clauses (x) and (y) above) for such violationsconsent, conflictsapproval, 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.exemption or

Authority; No Violation. (a) Seller Parent Heritage 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 Heritage and no other corporate proceedings action on the part of Seller Parent are Heritage 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 Heritage and (assuming due authorization, execution and delivery by each of Seller, Bank and InvestorPremier Commercial) constitute legal, constitutes a valid and binding obligations obligation of Seller ParentHeritage, enforceable against Seller Parent Heritage in accordance with their respective its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsException). The Heritage Common Stock to be issued in the Merger have been validly authorized by the Board of Directors of Heritage and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Heritage will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by Heritage or any Other Investment Agreement the Bank Plan of Merger by Seller ParentHeritage Bank, nor the consummation by Seller Parent of the transactions contemplated hereby Merger by Heritage or therebythe Bank Merger by Heritage Bank, nor compliance by Seller Parent Heritage or Heritage 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 Heritage Articles or Heritage Bylaws or the organization or governing documents of Seller Parentany Heritage 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 Heritage, 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 Heritage 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 Heritage 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 Parent has full corporate power and authority, and Shareholders have fall 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 to the extent required been duly and validly approved by the Board of Directors and all shareholders of the Seller Parentin accordance with the Articles of Incorporation and Bylaws of the Seller and applicable laws and regulations. No Except for such approvals, no other corporate proceedings on the part of the Seller Parent are necessary to approve this Agreement or the Other Investment Agreements or to consummate the Investment or the Other Investmentstransactions so contemplated. This Agreement and the Other Investment Agreements have has been duly and validly executed and delivered by Seller Parent and (assuming due authorization, execution Shareholders and delivery by each of Seller, Bank and Investor) constitute legal, constitutes a valid and binding obligations obligation of Seller Parentand Shareholders, enforceable against Seller Parent them in accordance with their respective terms (its terms, except in all cases as such to the extent that enforceability may be limited by the Enforceability Exceptions)(i) bankruptcy, insolvency, moratorium, liquidation, reorganization or similar laws affecting creditors' rights generally, regardless of whether such enforceability is considered in equity or at law; and (ii) general equity principles. (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 therebyin accordance with the terms hereof, nor compliance by the Seller Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Seller's Articles of Seller Parent, Incorporation or Bylaws; (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 the Seller Parent or any of its properties or assets assets; or (yiii) violateexcept as set forth in Schedule 3.3, violate or conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an any 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 respective properties or assets of the Seller Parent under, any of the terms, conditions or provisions of any material note, bond, mortgage, contract, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Seller Parent is a party, or by which it or any of its respective material properties or assets may be bound, except bound or affected. No consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of the Seller in connection with (in a) the case execution and delivery of clauses (x) this Agreement and (yb) 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 Parentconsummation of the other transactions contemplated hereby.