Common use of Authorization and No Default Clause in Contracts

Authorization and No Default. FSB's Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by FSB of its obligations hereunder. First Bank's Board of Directors has, by all appropriate action, approved this Agreement, Exhibit B, and the Subsidiary Merger and authorized the execution hereof and of Exhibit B on its behalf by its duly authorized officers and the performance by First Bank of its obligations hereunder and under Exhibit B. Nothing in the articles of incorporation or bylaws of FSB or First Bank, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which FSB or First Bank are bound or subject which is material to FSB and First Bank taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit or inhibit FSB or First Bank from consummating this Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by FSB and First Bank and constitutes a legal, valid and binding obligation of FSB and First Bank, enforceable against FSB and First Bank in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by FSB or First Bank (except for approval by FSB's shareholders and the sole shareholder of First Bank and Lincoln Bank) to authorize the execution, delivery and performance of this Agreement and Exhibit B. Except for the requisite approval of the OTS, and notices to the Indiana Department of Financial Institutions (the "DFI") and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by FSB or the Subsidiary Merger by First Bank. FSB and First Bank are neither in default under, nor in violation of, any provision of their articles of incorporation, or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on FSB and First Bank, taken as a whole. For purposes of this Agreement, "Material Adverse Effect" means with respect to Lincoln or FSB, any effect that (1) is both material and adverse to the financial position, results of operation or business of Lincoln and its Subsidiaries, taken as a whole, or FSB and First Bank, taken as a whole, respectively, other than (A) the effects of any change attributable to or resulting from changes in economic conditions, laws, regulations or accounting guidelines (generally accepted accounting principles or otherwise) applicable to depository institutions generally, or in general levels of interest rates, (B) payments associated with the Company Merger or the Subsidiary Merger, (C) charges required under Section 6.12 hereof, or (D) actions or omissions of either Lincoln, FSB, First Bank or any of Lincoln's Subsidiaries, taken with the prior informed written consent of the other party in contemplation of the transactions contemplated by this Agreement; or (2) would materially impair the ability of either Lincoln or FSB to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Company Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement.

Authorization and No Default. FSBMFC's Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by FSB MFC of its obligations hereunder. First BankMontgomery's Board of Directors has, by all appropriate action, approved this Agreementappr▇▇▇▇ ▇▇▇▇ ▇greement, Exhibit B, and the Subsidiary Merger and authorized the execution hereof and of Exhibit B on its behalf by its duly authorized officers and the performance by First Bank Montgomery of its obligations hereunder and under Exhibit B. Nothing in the articles Nothin▇ ▇▇ ▇▇▇ ▇rticles of incorporation incorporation, charter or bylaws of FSB MFC or First BankMontgomery, as amended, or any other agreement, instrument, decree, proceeding▇▇▇▇▇▇▇▇ng, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which FSB MFC or First Bank Montgomery or any of its Subsidiaries are bound or subject which is material to FSB mat▇▇▇▇▇ ▇▇ MFC and First Bank its Subsidiaries taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit or inhibit FSB MFC or First Bank Montgomery from consummating this Agreement, the Company Merger or the Subsidiary ▇▇▇▇▇▇▇▇▇▇ Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by FSB MFC and First Bank Montgomery and constitutes a legal, valid and binding obligation of FSB and First BankMFC ▇▇▇ ▇▇▇▇▇omery, enforceable against FSB MFC and First Bank Montgomery in accordance with its terms▇▇▇ ▇▇▇▇▇, except as such enforcement may be limited ▇▇▇ ▇▇ ▇imited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by FSB MFC or First Bank Montgomery (except for approval approvals by FSB's shareholders and the sole shareholder of First Bank and Lincoln Banktheir respective shareholders) to authorize t▇ ▇▇▇▇▇▇▇▇e the execution, delivery and performance of this Agreement and Exhibit B. Except for the requisite approval approvals of the OTS, and notices to the Indiana Department of Financial Institutions (the "DFI") and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by FSB MFC or the Subsidiary Merger by First BankMontgomery. FSB MFC and First Bank its Subsidiaries are neither in default under, under nor in violation of, ▇▇▇▇▇▇▇▇▇ of any provision of their articles of incorporationincorporation or charter, or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on FSB MFC and First Bankits Subsidiaries, taken as a whole. For purposes of this Agreement, "Material Adverse Effect" means with respect to Lincoln UCB or FSBMFC, any effect that (1) is both material and adverse to the financial position, results of operation or business of Lincoln UCB and its Subsidiaries, Subsidiaries taken as a whole, or FSB MFC and First Bank, its Subsidiaries taken as a whole, respectively, other than (A) the effects of any change attributable to or resulting from changes in economic conditions, laws, regulations or accounting guidelines (generally accepted accounting principles or otherwise) applicable to depository institutions generally, or in general levels of interest rates, (B) payments associated with the Company Merger or the Subsidiary Merger, (C) charges required under Section 6.12 hereof, or (D) actions or omissions of either LincolnUCB or MFC, FSB, First Bank or any of Lincoln's their Subsidiaries, taken with the prior informed written consent of the other party in contemplation of the transactions contemplated by this Agreement; or (2) would materially impair the ability of either Lincoln UCB or FSB MFC to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Company Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement.