Common use of Corporate Organization Clause in Contracts

Corporate Organization. (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act. Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActRhode Island. Company The Seller has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notqualified, either individually or in the aggregate, could not reasonably be likely expected to have a Material Adverse Effect on Companythe Seller. As The Seller is a financial holding company registered with the Federal Reserve Board under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the Bank Holding Company Act of 1956, as amended (the "BHCA"). "Material Adverse Effect" as used in this AgreementAgreement means any change, the term “Material Adverse Effect” meanseffect, with respect to Parentevent, Company occurrence or the Surviving Corporation, as the case may be, a material adverse effect on state of facts materially and adversely affecting (ia) the business, properties, assets, liabilitiescondition (financial or otherwise), operations, properties or results of operations of Buyer or financial condition of such party Seller, as the context may dictate, and its Subsidiaries taken as a whole whole, or (b) the ability of the relevant party to perform its obligations under this Agreement; provided, however, thatthat any such change, with respect to this clause effect, event, occurrence or state of facts resulting from any (i), Material Adverse Effect shall not be deemed to include ) changes in the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in banking laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or generally accepted accounting principles or regulatory accounting requirements or interpretations thereof by courts or Governmental Entitiesof general applicability, (Cii) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or changes in economic or market conditions generally affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesinstitutions, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies including but not limited to, changes in the general level of market interest rates, which does not affect the relevant party in any manner or degree significantly different from the industry in which such party and its Subsidiaries operateas a whole, (iii) or (ii) any announcement by either of the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used parties hereto with respect to any partybranch consolidations or employee terminations to be effected by Buyer or Buyer Bank in connection with the Merger, means any corporation, partnership, limited liability company, bank and (iv) actions required to be taken under this Agreement shall not be considered in determining if a Material Adverse Effect has occurred. The Articles of Incorporation and By-laws or other organizationsimilar governing documents of the Seller, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of which have previously been delivered to the Restated Certificate Buyer, are true, complete and correct copies of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), such documents as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company Banknorth is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Maine. Banknorth is a bank holding company duly and a financial holding company registered under the United States Bank Holding Company Act of 1956, as amended (the “BHC Act”) that ). Banknorth has elected to be treated as a financial holding company under the BHC Act. Company has the all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company Banknorth is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect (as defined below) on CompanyBanknorth. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company Banknorth or the Surviving CorporationTD, as the case may be, (A) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole or (B) a material adverse effect on such party’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Material Adverse Effect has occurred, there shall not be deemed to include excluded any effect on the impact referenced party the cause of which is (Ai) changes, any change after the date hereof, of this Agreement in U.S. generally accepted accounting principles (“GAAP”w) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or published interpretations thereof by courts or Governmental Entitiesgovernmental authorities, (Cx) changesaccounting principles generally accepted in the U.S. (“U.S. GAAP”), (y) in the case of TD only, Canadian generally accepted accounting principles (“Canadian GAAP”) or (z) regulatory accounting requirements, in any such case applicable to banks or their holding companies generally, (ii) the announcement of this Agreement or any action or omission of either party or any Subsidiary thereof required under this Agreement or taken or omitted to be taken with the express written permission of the other party, (iii) any changes after the date of this Agreement in general economic or capital market conditions affecting banks or their holding companies generally, or (iv) changes or events, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party TD or its Banknorth or their respective Subsidiaries, including changes in prevailing interest ratesas the case may be; provided, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change that a decrease in the credit marketstrading or market prices of a party’s capital stock shall not be considered, (D) failure, in and of by itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as constitute a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to ParentMaterial Adverse Effect.

Corporate Organization. (a) Company Dime is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. Company Dime has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect (as defined below) on CompanyDime. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to ParentDime, Company Washington Mutual or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (or a material adverse effect on such party's ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Material Adverse Effect has occurred, there shall not be deemed to include excluded any effect on the impact referenced party the cause of which is (Ai) changesany change in banking, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in savings association and similar laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entitiesgovernmental authorities, (Cii) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit marketsgenerally accepted accounting principles ("GAAP") or regulatory accounting requirements applicable to banks, savings associations, or their holding companies generally, (Diii) failure, in and the announcement of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement or any action of either party or any Subsidiary thereof required to be taken by it under this Agreement and (iv) any changes in contemplation of the transactions contemplated herebygeneral economic conditions affecting banks, savings associations, or their holding companies generally, provided that the effect of such changes described in this clause (Fiv) actions or omissions taken pursuant (including, without limitation, changes in the interest rates) shall not be excluded to the written consent extent of Parentany materially disproportionate impact (if any) they have on such party. For purposes of this Agreement, in the case of Company, or Company, in the case of Parent; except"Subsidiary" means, with respect to subclauses (A)any person, (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, joint venture, limited liability company, bank company or any other organization, whether incorporated or unincorporated, which entity that is consolidated with such party person for financial reporting purposes. True Dime is duly registered as a savings and complete copies of loan holding company under the Restated Certificate of Incorporation of CompanyHome Owners' Loan Act, as amended (the “Company Certificate”"HOLA"), and qualifies as a savings and loan holding company of the bylaws type described in Section 10(c)(3)(A) of CompanyHOLA. The copies of the Certificate of Incorporation and Bylaws of Dime which have previously been made available to Washington Mutual are true, as amended (the “Company Bylaws”), complete and correct copies of such documents as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company PNFP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActTennessee. Company PNFP has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyPNFP. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to ParentCAVB, Company PNFP or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilitiesoperations, results of operations or financial condition of such party and its Subsidiaries taken as a whole or which might have a financial cost to PNFP after the Merger of at least $500,000 taking into account, for example with respect to Regulatory Agreements, the aggregate costs to PNFP of compliance, personnel costs, appeals, fines, legal, accounting, or consulting fees, or restrictions on future expansion, or (ii) the ability of such party to timely consummate the transactions contemplated hereby; provided, however, that, that with respect to this clause (i), Material Adverse Effect the following shall not be deemed to include the impact of have a Material Adverse Effect: any change or event caused by or resulting from (A) changes in prevailing interest rates, currency exchange rates or other economic or monetary conditions in the United States or elsewhere, (B) changes in United States or foreign securities markets, including changes in price levels or trading volumes, (C) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to PNFP or CAVB or their respective Subsidiaries, as the case may be, (D) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks or savings associations and their holding companies generally, (BE) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or any Governmental EntitiesEntity (as defined below), (CF) changes, after actions or omissions of PNFP or CAVB taken with the date hereof, in global, national prior written consent of the other or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit marketsrequired hereunder, (DG) failure, in the execution and delivery of itself, to meet earnings projections this Agreement or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure consummation of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated herebyannouncement thereof, or (FH) actions any outbreak of major hostilities in which the United States is involved or omissions taken pursuant to any act of terrorism within the written consent of ParentUnited States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the case trading prices of Companya party's capital stock, by itself, be considered material or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as constitute a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to ParentMaterial Adverse Effect.

Corporate Organization. (a) Company Cadence is a corporation Mississippi-chartered bank, duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActMississippi. Company Cadence has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Company Cadence is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyCadence. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parentthe Huntington Parties, Company Cadence or the Surviving CorporationBank, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be likely to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of or effects arising from (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak outbreak, continuation or escalation of war or acts of terrorismterrorism or cyberattacks) or in economic or market conditions (including equity, credit and debt markets, as well as changes in interest rates) affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) any international tariffs, trade policies or similar “trade” actions, (E) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods, wildfires or other natural or manmade disasters or from any outbreak of any disease, epidemic, pandemic or other public health event, (F) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood that this clause (F) shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 4.3(b) or 4.4) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, or (G) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not not, in either case, including the any underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), (C) or (CD), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word term “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party person for financial reporting purposes. True and complete copies of the Restated Certificate articles of Incorporation incorporation of CompanyCadence, as amended (the “Company CertificateCadence Articles”), ) and the bylaws of CompanyCadence, as amended (the “Company Cadence Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company Cadence to Parentthe Huntington Parties. The deposit accounts of Cadence are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to the knowledge of Cadence, threatened.

Corporate Organization. (a) Company Camber is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActNevada. Company Camber has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted. Company Camber is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CompanyCamber. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentViking, Company Camber, Merger Sub, the Surviving Entity or the Surviving CorporationCombined Company, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party Person and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereofFebruary 3, 2020, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements or official interpretations thereof, (B) changes, after the date hereofFebruary 3, 2020, in lawsLaws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereofFebruary 3, 2020, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic economic, market (including equity, credit and debt markets, as well as changes in interest rates) or market other general industry-wide conditions affecting the financial services industry generally and not specifically relating to industries in which such party and its Subsidiaries operates, (D) the announcement or the existence of, compliance with, pendency of or performance under, this Agreement or the transactions contemplated hereby or the identity of the parties to this Agreement or any of their affiliates (including the impact thereof on the relationships, contractual or otherwise, of a party or any of its SubsidiariesSubsidiaries with officers and employees, including changes financing sources, customers, suppliers, vendors, service providers or other partners) (provided that this clause (D) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution of or performance under this Agreement or the consummation of the transactions contemplated hereby), (E) a decline in prevailing interest rates, credit availability and liquidity, currency exchange rates and the trading price levels or trading volumes in U.S. or foreign securities markets of a party’s common stock or any change in the credit marketsratings or ratings outlook for, (D) or the availability or cost of equity, debt or other financing to, such party or any of its Subsidiaries, or the failure, in and of itself, to meet earnings projections projections, earnings guidance, budgets, expectations, estimates or internal financial forecasts, but not not, in either case, including the any underlying causes thereofthereof to the extent not otherwise excluded pursuant to subclauses (A) through (H), (EF) changes attributable weather conditions or other acts of God, (G) any action required to disclosure be taken by a party or any of its Subsidiaries at the written request of the transactions contemplated hereby other party and (H) any actions or to actions expressly required claims made or brought by any of the current or former stockholders of a party (or on their behalf or on behalf of such party) against another party or any of its directors, officers or employees arising out of this Agreement in contemplation of or the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses subclause (A), (B), (C) or (C), F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby). As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (x) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (y) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions, as of as of February 3, 2020 or the date of Closing, as applicable, and as contemplated hereby. True and complete copies of the Restated Certificate Camber Articles of Incorporation of Companyand Camber Bylaws, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), in each case as in effect as of the date as of this AgreementFebruary 3, 2020, have previously been made available by Company Camber to ParentViking.

Corporate Organization. (a) Company Providian is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. Company Providian has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect (as defined below) on CompanyProvidian. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentProvidian, Company Washington Mutual or the Surviving Corporation, as the case may be, (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole whole, or (ii) a material adverse effect on such party’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Material Adverse Effect has occurred, there shall not be deemed to include excluded any effect on the impact referenced party the cause of which is (A) changesany change in banking, after the date hereofsavings association and similar laws, rules or regulations of general applicability or interpretations thereof by courts or governmental authorities, (B) any change in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operatesavings associations, or interpretations thereof by courts or Governmental Entitiestheir holding companies generally, (C) changesthe announcement of this Agreement or any action of either party or any Subsidiary thereof required to be taken by it under this Agreement and (D) any changes in general economic conditions affecting banks, after the date hereofcredit card companies, in globalsavings associations, national or regional political conditions their holding companies generally (including changes in the outbreak prevailing interest rates), provided that the effect of war or acts such changes described in this clause (D) (including changes in the interest rates) shall not be excluded to the extent of terrorismthe materially disproportionate impact (if any) or they have on such party as measured relative to similarly situated companies in economic or market conditions affecting that party’s segment of the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parentindustry.

Corporate Organization. (a) Company CrossFirst is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Kansas and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). Company CrossFirst has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company CrossFirst is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CompanyCrossFirst. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentBusey, Company CrossFirst or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event, (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby (it being understood that this clause (E) shall not apply to a breach of any representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated hereby), (F) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including forecasts (it being understood that the underlying causes thereofof such decline or failure may be taken into account in determining whether a Material Adverse Effect has occurred, except to the extent otherwise excepted by this proviso) or (EG) changes attributable to disclosure of the expenses incurred by CrossFirst or Busey in negotiating, documenting, effecting and consummating the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of ParentAgreement; except, with respect to subclauses (A), (B), (C) or (C), D) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC under the Exchange Act or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated by the SEC under the Exchange Act. True and complete copies of the Restated Certificate Articles of Incorporation of CompanyCrossFirst (as amended, as amended the “CrossFirst Certificate”) and the Bylaws of CrossFirst (the “Company Certificate”), and the bylaws of Company, as amended (the “Company CrossFirst Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company CrossFirst to ParentBusey.

Corporate Organization. (a) Company Seasons is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActGeorgia. Company Seasons has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect (as defined below) on CompanySeasons. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentSeasons, Company NBC or the Surviving CorporationCompany, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (or a material adverse effect on such party’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Material Adverse Effect has occurred, there shall not be deemed to include excluded any effect on the impact referenced party the cause of which is (Ai) changes, any change after the date hereofof this Agreement in laws, rules or regulations of general applicability or published interpretations thereof by courts or governmental authorities or in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, in any such case applicable to banks, savings banks, mortgage banks, mortgage brokers, savings associations or their holding companies generally, (Bii) changesthe announcement of this Agreement or any action of either party or any Subsidiary (defined in Section 4.1(b)) thereof required to be taken by it under this Agreement or with the prior written consent of the other party, (iii) any changes after the date hereofof this Agreement in general economic conditions or interest rates affecting banks, in lawssavings banks, rules mortgage banks, mortgage brokers, savings associations or regulations of general applicability to their holding companies in the industries in which such party and its Subsidiaries operategenerally, or interpretations thereof by courts or Governmental Entities, (Civ) changes, after the date hereof, expenses and costs incurred in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of connection with the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that not materially in excess of the effects of such change are materially disproportionately adverse good faith estimate thereof provided by Seasons to NBC prior to the businessdate of this Agreement); provided, propertieshowever, assetsthat a decrease in the trading or market prices of a party’s capital stock shall not be considered, liabilitiesby itself, results of operations or financial condition of such party and its Subsidiaries, taken to constitute a Material Adverse Effect. Seasons is duly registered as a whole, as compared to other companies in bank holding company under the industry in which such party and its Subsidiaries operate) or (ii) the ability Bank Holding Company Act of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company1956, as amended (the “Company CertificateBHCA”), . The copies of the articles of incorporation and the bylaws of CompanySeasons which have previously been made available to NBC are true, as amended (the “Company Bylaws”), complete and correct copies of such documents as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company FleetBoston is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActRhode Island. Company FleetBoston has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyFleetBoston. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to ParentBank of America, Company FleetBoston or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries (as defined below) taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include effects to the impact of extent resulting from (Aa) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks or savings associations and their holding companies generally, (Bb) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental EntitiesEntities (as defined in Section 3.4), (Cc) actions or omissions of Bank of America or FleetBoston taken with the prior written consent of the other or required hereunder, (d) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic or market conditions affecting the financial services industry banks or their holding companies generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (De) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to public disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in by this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Tennessee. Merger Sub is a bank holding company corporation duly registered organized, validly existing and in good standing under the Bank Holding Company Act laws of 1956, as amended (the “BHC Act”) that State of North Carolina. Each of Parent and Merger Sub has elected to be treated as a financial holding company under the BHC Act. Company has the full corporate and other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except to the extent that the failure to have such power or authority would not reasonably be expected to have a Material Adverse Effect on Parent. Company is duly licensed or qualified Each of Parent and Merger Sub has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to do business own, lease and operate its properties and to engage in each jurisdiction in which the nature of the business and activities now conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryit, except where the failure to be so licensed or qualified have such licenses, franchises, permits and other governmental authorizations would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyParent. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company Target or the Surviving CorporationCompany, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilitiesoperations, results of operations operations, or financial condition of such party and its Subsidiaries Subsidiaries, taken as a whole whole, or (ii) the ability of such party to timely consummate the transactions contemplated hereby; provided, however, that, that with respect to this clause (i), Material Adverse Effect the following shall not be deemed to include the impact of have or contribute to, or be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect: any change or event caused by or resulting from (A) changes, after the date hereof, in U.S. prevailing interest rates, currency exchange rates or other economic or monetary conditions in the United States or elsewhere, (B) changes, after the date hereof, in United States or foreign securities markets, including changes in price levels or trading volumes, (C) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to Parent or Target or their respective Subsidiaries, as the case may be, (D) changes, after the date hereof, in generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks or savings associations and their holding companies generally, (BE) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or any Governmental EntitiesEntity, (CF) changesactions or omissions of Parent or Target taken with the prior written consent of the other or required hereunder, after (G) the date hereofexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, (H) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located or any changes in global, national or regional political conditions conditions, (including the outbreak of war or acts of terrorismI) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any a change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated herebytrading prices, or trading volume, of a party’s capital stock, by itself (F) actions it being understood that any facts or omissions circumstances giving rise to or contributing to such change that are not otherwise excluded from the definition of Material Adverse Effect may be taken pursuant into account in determining whether there has been or would reasonably be expected to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (Bbe a Material Adverse Effect), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (iiJ) the ability failure by Target or Parent to meet any internal or published industry analyst projections, forecasts or estimates of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank revenues or earnings or other organization, financial or operating metrics for any period (it being understood that any facts or circumstances giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether incorporated there has been or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”would reasonably be expected to be a Material Adverse Effect), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company Anchor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. Company Anchor has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company Anchor is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyAnchor. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentOld National, Company Anchor or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or conditions (financial condition or otherwise) of such party and its Subsidiaries taken as a whole (whole; provided, however, that, with respect to this clause (i), that a Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements or published interpretations thereof, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failureany outbreak or escalation of hostilities, in and declared or undeclared acts of itself, to meet earnings projections war or internal financial forecasts, but not including the underlying causes thereofterrorism, (E) changes attributable to disclosure or consummation of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent or request of ParentOld National, in the case of CompanyAnchor, or CompanyAnchor, in the case of ParentOld National; except, with respect to subclauses (A), (B), (C) or (CD), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby; provided, further, that without regard to any other provision of this Agreement, and without limiting other events or circumstances that may constitute a “Material Adverse Effect”, a “Material Adverse Effect” shall be deemed to have occurred in the event of the imposition of a formal regulatory enforcement action against Anchor or AnchorBank following the date of this Agreement that is reasonably expected to have more than an immaterial impact on Anchor and its Subsidiaries or Old National and its Subsidiaries. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank bank, trust or other organization, whether incorporated or unincorporated, which is (x) consolidated with such party for financial reporting purposespurposes or (y) directly or indirectly (through one or more intermediaries) controlled by or owned more than fifty percent by such party. True and complete copies of the Restated Certificate of Incorporation of Company, as amended Anchor (the “Company Anchor Certificate”), ) and the bylaws By-Laws of Company, as amended Anchor (the “Company Anchor Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company Anchor to ParentOld National.

Corporate Organization. (a) Company SASR is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). Company SASR has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Company SASR is duly licensed or qualified to do business and in good standing (to the extent such concept (or a similar concept) exists in such jurisdiction) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CompanySASR. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentAUB, Company SASR or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries taken as a whole (provided, however, provided that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements (and, in either case, any authoritative interpretations thereof), (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party banking and its Subsidiaries operatefinancial services industry, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, global or national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the banking and financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event, (E) public disclosure of the execution of this Agreement or consummation of the transactions contemplated hereby (including any effect on such person’s relationships with its customers or employees) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby (it being understood and agreed that this subclause (E) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, announcement or performance of this Agreement or the pendency or consummation of the transactions contemplated hereby), or (F) a decline in the trading price of a party’s common stock in and of itself or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not not, in either case, including the any underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses subclause (A), (B), (C) or (CD), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the banking and financial services industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank means any subsidiary of such person as defined in Rule 1-02(x) of Regulation S-X promulgated by the SEC or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesthe BHC Act. True and complete copies of the Restated Certificate certificate of Incorporation incorporation of Company, as amended SASR (the “Company CertificateSASR Articles”), ) and the bylaws of Company, as amended SASR (the “Company SASR Bylaws”), in each case as in effect as of the date of this Agreement, have previously been made available by Company SASR to ParentAUB.

Corporate Organization. (a) Company Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActTennessee. Company Acquiror has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyAcquiror. As used in this Agreement, the term “Material Adverse Effect” means, (A) with respect to Parent, Company or the Surviving Corporation, as the case may beTarget, a material adverse effect on (i) the business, properties, assets, liabilitiesoperations, results of operations or operations, financial condition or prospects of such party Target and its Subsidiaries taken as a whole whole, or (ii) the ability of Target to timely consummate the transactions contemplated hereby and (B) with respect to Acquiror, a material adverse effect on (i) the business, operations, results of operations, financial condition or prospects of Acquiror and its subsidiaries, taken as a whole, or (ii) the ability of Acquiror to timely consummate the transactions contemplated hereby; provided, however, that, that with respect to this clause (i), Material Adverse Effect A)(i) and B(i) the following shall not be deemed to include have a Material Adverse Effect: any change or event caused by or resulting from (I) changes in prevailing interest rates, currency exchange rates or other economic or monetary conditions in the impact of United States or elsewhere, (AII) changes in United States or foreign securities markets, including changes in price levels or trading volumes, (III) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to Acquiror or Target or their respective Subsidiaries, as the case may be, (IV) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks or savings associations and their holding companies generally, (BV) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or any Governmental EntitiesEntity (as defined below), (CVI) changes, after actions or omissions of Acquiror or Target taken with the date hereof, in global, national prior written consent of the other or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit marketsrequired hereunder, (DVII) failure, in the execution and delivery of itself, to meet earnings projections this Agreement or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure consummation of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated herebyannouncement thereof, or (FH) actions any outbreak of major hostilities in which the United States is involved or omissions taken pursuant to any act of terrorism within the written consent of ParentUnited States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the case trading prices of Companya party’s capital stock, by itself, be considered material or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as constitute a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to ParentMaterial Adverse Effect.

Corporate Organization. (a) Company MainSource is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Indiana and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company Financial Holding Company under the BHC Act. Company MainSource has the all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company MainSource is duly licensed or qualified to do business and, where such concept is recognized under applicable law, is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on CompanyMainSource. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentFirst Financial, Company MainSource or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause that (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to public disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) the expenses incurred by MainSource or First Financial in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement, or (F) actions changes proximately caused by the impact of the execution or omissions taken pursuant announcement of the Agreement and the consummation of the transactions contemplated hereby on relationships with customers or employees (including the loss of personnel subsequent to the written consent date of Parent, in the case of Company, or Company, in the case of Parentthis Agreement); except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the Amended and Restated Certificate Articles of Incorporation of Company, as amended MainSource (the “Company CertificateMainSource Articles”), ) and the bylaws Amended and Restated Bylaws of Company, as amended MainSource (the “Company MainSource Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company MainSource to ParentFirst Financial. (b) Each Subsidiary of MainSource (a “MainSource Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MainSource and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of MainSource to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of MainSource that is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 3.1(b) of the MainSource Disclosure Schedule sets forth a true and complete list of all Subsidiaries of MainSource as of the date hereof.

Corporate Organization. (a) Company Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActTennessee. Company Acquiror has the corporate and other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CompanyAcquiror. As used in this Agreement, the term “Material Adverse Effect” means, (A) with respect to Parent, Company or the Surviving Corporation, as the case may beTarget, a material adverse effect on (i) the business, properties, assets, liabilitiesoperations, results of operations operations, or financial condition of such party Target and its Subsidiaries the Target Subsidiary, taken as a whole whole, or (ii) the ability of Target to timely consummate the transactions contemplated hereby and (B) with respect to Acquiror, a material adverse effect on (i) the business, operations, results of operations, or financial condition of Acquiror and its Subsidiaries, taken as a whole, or (ii) the ability of Acquiror to timely consummate the transactions contemplated hereby; provided, however, that, that with respect to this clause (i), Material Adverse Effect A)(i) and (B)(i) the following shall not be deemed to include the impact of have a Material Adverse Effect: any change or event caused by or resulting from (AI) changes, after the date hereof, in U.S. prevailing interest rates, currency exchange rates or other economic or monetary conditions in the United States or elsewhere, (II) changes, after the date hereof, in United States or foreign securities markets, including changes in price levels or trading volumes, (III) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to Acquiror or Target or their respective Subsidiaries, as the case may be, (IV) changes, after the date hereof, in generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements applicable to banks or savings associations and their holding companies generally, (BV) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or any Governmental EntitiesEntity, (CVI) changes, after actions or omissions of Acquiror or Target taken with the date hereof, in global, national prior written consent of the other or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit marketsrequired hereunder, (DVII) failure, in the execution and delivery of itself, to meet earnings projections this Agreement or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure consummation of the transactions contemplated hereby or to actions expressly required the announcement thereof, (VIII) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the trading prices, or trading volume, of a party’s capital stock, by this Agreement in contemplation of the transactions contemplated herebyitself, be considered material or constitute a Material Adverse Effect, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (iiIX) the ability failure by Target or Acquiror to meet any internal or published industry analyst projections, forecasts or estimates of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank revenues or earnings or other organization, financial or operating metrics for any period (it being understood that any facts or circumstances giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”there has been a Material Adverse Effect), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company SunCoast is a corporation duly organized, validly existing and in good standing its status is active under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActFlorida. Company SunCoast has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect (as defined below) on CompanySunCoast. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentSunCoast, Company NBC or the Surviving CorporationCompany, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (or a material adverse effect on such party’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that, with respect to this clause (i), that in determining whether a Material Adverse Effect has occurred, there shall not be deemed to include excluded any effect on the impact referenced party the cause of which is (Ai) changes, any change after the date hereofof this Agreement in laws, rules or regulations of general applicability or published interpretations thereof by courts or governmental authorities or in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, in any such case applicable to banks, savings banks, mortgage banks, mortgage brokers, savings associations or their holding companies generally, (Bii) changesthe announcement of this Agreement or any action of either party or any Subsidiary (defined in Section 4.1(b)) thereof required to be taken by it under this Agreement or with the prior written consent of the other party, (iii) any changes after the date hereofof this Agreement in general economic conditions or interest rates affecting banks, in lawssavings banks, rules mortgage banks, mortgage brokers, savings associations or regulations of general applicability to their holding companies in the industries in which such party and its Subsidiaries operategenerally, or interpretations thereof by courts or Governmental Entities, (Civ) changes, after the date hereof, expenses and costs incurred in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of connection with the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that not materially in excess of the effects of such change are materially disproportionately adverse good faith estimate thereof provided by SunCoast to NBC prior to the businessdate of this Agreement); provided, propertieshowever, assetsthat a decrease in the trading or market prices of a party’s capital stock shall not be considered, liabilitiesby itself, results of operations or financial condition of such party and its Subsidiaries, taken to constitute a Material Adverse Effect. SunCoast is duly registered as a whole, as compared to other companies in bank holding company under the industry in which such party and its Subsidiaries operate) or (ii) the ability Bank Holding Company Act of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company1956, as amended (the “Company CertificateBHCA”), . The copies of the articles of incorporation and the bylaws of CompanySunCoast which have previously been made available to NBC are true, as amended (the “Company Bylaws”), complete and correct copies of such documents as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) Company PHSB is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActPennsylvania. Company PHSB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified would not, either individually or in the aggregate, reasonably be likely to good standing would not have a Material Adverse Effect (as defined below). PHSB is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”). PHSB Disclosure Schedule 2.01(a) sets forth true and complete copies of the Articles of Incorporation or other governing instrument and Bylaws of PHSB and the PHSB Subsidiaries as in effect on Companythe date hereof. As used in For purposes of this Agreement, the term “Material Adverse Effect” means”, when applied to a party, shall mean any event, change or occurrence which, together with respect to Parentany other event, Company change or the Surviving Corporationoccurrence, as the case may be, has a material adverse effect impact on (i) the businessfinancial position, properties, assets, liabilities, business or results of operations or operation, financial condition performance of such party and its Subsidiaries their respective subsidiaries, taken as a whole whole, or (ii) the ability of such party to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement in a timely fashion; provided, however, that, with respect to this clause (i), that a “Material Adverse Effect Effect” shall not be deemed to include the impact of (Aa) changes, after actions or omissions of a party taken with the date hereof, prior written consent of the other in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementscontemplation of the transactions contemplated by this Agreement, (Bb) changes, after the date hereof, changes in laws, rules or regulations banking and similar laws of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entitiesgovernmental authorities, (Cc) changeschanges in generally accepted accounting principles or regulatory accounting requirements applicable to banks and bank or thrift holding companies generally, after the date hereof, (d) changes attributable to or resulting from changes in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiariesconditions, including changes in the prevailing level of interest rates, credit availability or (e) the Merger and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of related expenses associated with the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation Agreement. (b) The only direct or indirect subsidiaries of PHSB are Peoples Home Savings Bank and Homeco Service Corporation (together, the “PHSB Subsidiaries”). Each of the transactions contemplated herebyPHSB Subsidiaries (i) is duly organized and validly existing or in good standing under the laws of its respective jurisdiction of incorporation, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) has the ability corporate power and authority to own or lease all of its properties and assets and to conduct its business as it is now being conducted, and (iii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such party licensing or qualification necessary, except where the failure to timely consummate be so licensed, qualified or in good standing would not have a Material Adverse Effect. Each of PHSB and Peoples Homes Savings Bank has satisfied in all material respects all commitments, financial or otherwise, as may have been agreed upon with their appropriate bank regulatory agencies. Other than the transactions contemplated hereby. As used PHSB Subsidiaries, PHSB does not own or control, directly or indirectly, greater than a 5% equity interest in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, company, association, partnership, limited liability company, bank joint venture or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parententity.

Corporate Organization. (a) Company MSB is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. MSB is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial savings and loan holding company under the BHC ActHOLA. Company MSB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified would not, either individually or in the aggregate, reasonably be likely to good standing would not have a Material Adverse Effect on CompanyMSB. As used in this Agreementherein, the capitalized term “Material Adverse Effect” means, "MATERIAL ADVERSE EFFECT," when used with respect to Parenta particular corporation, Company or the Surviving Corporation, as the case may be, a material means an adverse effect on (i) the business, properties, assets, liabilities, financial condition or results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets corporation or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are its subsidiaries which is materially disproportionately adverse to the business, propertiesoperations, assets, liabilities, results of operations assets or financial condition of such party the corporation and its Subsidiariessubsidiaries, taken as a whole, as compared to other companies than a material adverse effect caused by any change occurring after the date hereof in any federal or state law, rule or regulation or in GAAP, which change affects banking institutions generally, including any change affecting the industry in which such party and its Subsidiaries operateBank Insurance Fund ("BIF") or the Savings Association Insurance Fund (ii"SAIF") of the ability FDIC. (b) Bank, MSB Financial Services, Inc. ("MSB FINANCIAL") and MSB Travel Inc. ("MSB TRAVEL") are the only current MSB Subsidiaries. For purposes of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, term "MSB SUBSIDIARY" means any corporation, partnership, limited liability company, bank joint venture or other organizationlegal entity in which MSB, whether incorporated directly or unincorporatedindirectly, owns at least a 50% stock or other equity interest or for which is consolidated with such party for financial reporting purposes. True and complete copies MSB, directly or indirectly, acts as a general partner, PROVIDED that to the extent that any representation or warranty set forth herein covers a period of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of time prior to the date of this Agreement, the term "MSB SUBSIDIARY" shall include any entity which was an MSB Subsidiary at any time during such period. Bank is a federally-chartered savings bank duly organized and validly existing in stock form and in good standing under the laws of the United States. All eligible accounts of depositors issued by Bank are insured either by the BIF or the SAIF to the fullest extent permitted by law. Each of MSB Financial and MSB Travel is a corporation duly organized and in active status under the laws of the State of New York. Each MSB Subsidiary has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have previously been made available by Company to Parenta Material Adverse Effect on MSB.

Corporate Organization. (a) The Company is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company Parent or the Surviving CorporationCompany, as the case may be, a material any condition, state of facts, change or effect that is or would reasonably be expected to be materially adverse effect on to (i) the business, properties, assets, liabilities, operations, results of operations or financial condition condition, of such party entity and its Subsidiaries taken as a whole or (ii) the ability of such entity to timely consummate the transactions contemplated hereby provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of any condition, fact, change or effect relating to or arising from (A) changesthe execution, after announcement, or consummation of this Agreement and the date hereoftransactions contemplated hereby, in U.S. generally accepted accounting principles (“GAAP”) (orincluding any impact thereof on relationships, contractual or otherwise, with respect to Parentpartners (including, International Financial Reporting Standards (“IFRS”without limitation, joint venture partners, syndication partners and strategic partners)) , customers, suppliers or applicable regulatory accounting requirementsemployees, (B) changes, after the date hereof, (x) changes in laws, rules economic or regulations of general applicability to companies regulatory conditions in the industries in which such party and its Subsidiaries operate, the Company or interpretations thereof by courts or Governmental Entities, (C) changes, after Parent carries on business as of the date hereof, and (y) changes in globalgeneral economic, national regulatory or regional political conditions (including the outbreak conditions, including, without limitation, acts of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parentexcept, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses clauses (A), B)(x) and (B), or (CB)(y), to the extent that such changes have a materially disproportionate effect on the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations Company or financial condition of such party Parent and its Subsidiaries, their respective Subsidiaries taken as a whole, as compared the case may be, relative to other companies participants in the industry industries in which the Company or Parent carries on business as of such party and its Subsidiaries operate) date or (iiC) any changes or effects resulting from any matter, which matter is expressly contemplated or permitted by the ability terms of such party this Agreement, including any matter which is approved by Parent following the date hereof pursuant to timely consummate the transactions contemplated herebyArticle VI. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies shall mean (i) a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X of the Restated Certificate Securities Exchange Act of Incorporation of Company1934, as amended (the “Company CertificateExchange Act”)) and, and (ii) with respect to the bylaws of Company, as amended the companies listed in Section 4.1(a) of the Company Disclosure Schedule and with respect to Parent, the companies listed on Exhibit 21.1 to Parent’s Annual Report on Form 10-K. The Company has previously made available true and complete copies of (i) the Certificate of Incorporation of the Company (the “Company BylawsCharter”)) and the Bylaws of the Company, each as in effect as of the date of this Agreement, and (ii) the minutes of the meetings of the Board of Directors and any Committee thereof in respect of meetings of the Board of Directors and such Committees held since January 31, 2002 through the date hereof for which minutes have previously been made available by Company to Parentprepared and approved.

Corporate Organization. (a) The Company is a corporation chartered commercial bank duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActNew Jersey. The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on the Company. As used in this Agreementherein, the term “Material Adverse Effect” means, with respect to Parent, Company Parent or the Surviving CorporationCompany, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to public disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, hereby or (FE) actions or omissions taken pursuant to the written consent of Parentreasonable, customary and documented third party expenses incurred by either party in negotiating, documenting, effecting and consummating the case of Company, or Company, in the case of Parenttransactions contemplated by this Agreement; except, with respect to subclauses (A), (B), or ) and (C), to the extent that the effects of such change are materially changes disproportionately adverse to affect the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreementherein, the word “Subsidiary,” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which is consolidated with (x) such party for financial reporting purposes. True and complete copies first person directly or indirectly owns or controls at least a majority of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as securities or other interests having by their terms ordinary voting power to elect a majority of the date board of this Agreementdirectors or others performing similar functions or (y) such first person is or directly or indirectly has the power to appoint a general partner, have previously been made available by Company to Parentmanager or managing member or others performing similar functions.

Corporate Organization. (a) Company FFB is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Florida, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial savings and loan holding company under the BHC Home Owners' Loan Act, as amended. Company FFB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to not have a Material Adverse Effect (as defined below) on CompanyFFB. The Articles of Incorporation and Bylaws of FFB which are attached to the FFB Disclosure Schedule (as hereinafter defined), are true, complete and correct copies of such documents as in effect as of the date of this Agreement. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to ParentFFB, Company CCBG or the Surviving CorporationMerger Sub, as the case may be, a material adverse effect on (i) the consolidated business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries (as defined below) taken as a whole (whole; provided, however, that, with respect that "Material Adverse Effect" shall not include any such effect resulting from or attributable to this clause (i)) changes in laws or regulations, Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“"GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)") or applicable regulatory accounting requirements, (B) changes, after the date hereof, in interpretations of laws, rules regulations or regulations of general applicability to companies in GAAP that affect the banking or savings and loan industries in which such party and its Subsidiaries operategenerally, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or unless any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are affects the referenced party to a materially disproportionately adverse to the businessgreater extent than similar institutions generally, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability cost of such party a special deposit issuance premium assessed by the Federal Deposit Insurance Corporation ("FDIC") with respect to timely consummate the recapitalization of the Savings Association Insurance Fund ("SAIF"), (iii) expenses incurred by FFB and its Subsidiaries in connection with the transactions contemplated herebyby the terms of this Agreement (including without limitation investment bankers and broker's fees, legal fees, accountant's fees, SEC filing fees and the costs of printing and mailing the Proxy Statement) (collectively, "Transaction Costs") not in excess, in the aggregate, of $500,000, (iv) entries, accruals and adjustments effected pursuant to Section 6.11 hereof and (v) any other accruals, entries, or expenses effected or incurred at the written direction of CCBG. As used in this Agreement, the word “"Subsidiary” " when used with respect to any party, party means any corporation, partnership, limited liability company, bank partnership or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, the Company or the Surviving CorporationPurchaser, as the case may be, any event, circumstance, development, change or effect that, individually or in the aggregate, has a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, changes in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, after the date hereof, in laws, rules rules, regulations or regulations agency requirements of general applicability to companies in the industries in which such party person and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally (including equity, credit and not specifically relating to such party or its Subsidiariesdebt markets, including as well as changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets) conditions, (D) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on such person’s or its Subsidiaries’ relationships with its customers, employees or other persons) or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of or at the written direction of Purchaser, in the case of the Company, or the Company, in the case of Purchaser, (E) a decline in the trading price of such person’s common stock or the failure, in and of itself, to meet earnings internal or other estimates, predictions, projections or internal forecasts of revenue, net income or any other measure of financial forecasts, but not including performance (it being understood that the underlying causes thereof, (Ecause of such decline or failure may be taken into account in determining whether a Material Adverse Effect on such person has occurred) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parentexpenses incurred by such person and its Subsidiaries in negotiating, in documenting, effecting and consummating the case of Company, or Company, in the case of Parenttransactions contemplated by this Agreement; except, with respect to subclauses (A), (B), ) or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries, taken as a whole, as compared to other companies in the industry industries in which such party person and its Subsidiaries operate) ); or (ii) prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of such party person to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporationother person Controlled by such person, partnershipwhether directly or indirectly, limited liability company, bank or any other person who owns securities or other organizationownership interests having a majority of the economic interest or voting power of such person. As used in this Agreement, the word “Control” and the correlative terms “Controlling” and “Controlled”, means, with respect to any specified person, the power to direct the management and policies of such person, directly or indirectly, whether incorporated through the ownership of voting securities, by contract or unincorporated, which is consolidated with such party for financial reporting purposesotherwise. True and complete copies of the Restated Certificate Articles of Incorporation of the Company, as amended (the “Company CertificateCharter”), ) and the bylaws of CompanyBy-Laws, as amended and restated of the Company (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by the Company to ParentPurchaser.

Corporate Organization. (a) Company Each of the Shen Kun Companies and if applicable, each of the Shen Kun Shareholders, is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, and have the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act. Company has the requisite corporate power and authority to own own, lease and operate its assets and properties and to carry on their respective businesses as they are now being or currently planned to be conducted. (b) Each of the Shen Kun Companies is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease all of its properties and assets and to carry on its business as it is now being conducted. Company is duly licensed or qualified conducted and to do business in each jurisdiction in which consummate the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessarytransactions contemplated under this Agreement, except where the failure to be so licensed or qualified would have such Approvals could not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, operations, properties, assets, liabilities, condition or results of operations or financial condition operation of such party the Shen Kun Companies. Each of the Shen Kun Companies have delivered to Parent and its Subsidiaries taken the Parent Controlling Shareholders complete and correct copies of the following documents for each respective entity (collectively referred to herein as a whole (provided, however, that, with respect to this clause the “Shen Kun Charter Documents”): (i), Material Adverse Effect shall not be deemed to include ) Articles of Association and the impact Memorandum of Association; (Aii) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) articles or applicable regulatory accounting requirements, (B) changes, after certificate of incorporation and the date hereof, in laws, rules by-laws or code of regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, a corporation; (Ciii) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant other document performing a similar function to the written consent of Parent, documents specified in the case of Company, or Company, in the case of Parent; except, with respect to subclauses clauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operatei) or (ii) adopted or filed in connection with the ability creation, formation or organization of such party to timely consummate the transactions contemplated hereby. As used a Person (as defined elsewhere in this Agreement, the word “Subsidiary” when used with respect ); and (iv) any and all amendments to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate foregoing. The Shen Kun Companies are not in violation of Incorporation any of Companythe provisions of the Shen Kun Charter Documents. The minute books or the equivalent of the Shen Kun Companies contain true and accurate records of all meetings and consents in lieu of meetings of its Board of Directors and shareholders (“Corporate Records”), as amended from the time of its organization until the date hereof. The stock ledgers and other ownership records of the shares of all of Shen Kun Companies’ capital stock (the “Company CertificateShen Kun Share Records”)) are true, complete and accurate records of the bylaws ownership of Company, as amended (the “Company Bylaws”), as in effect shares of such capital stock as of the date thereof and contain all issuances and transfers of this Agreement, have previously been made available by Company to Parentsuch shares since the time of organization of the Shen Kun Companies.

Corporate Organization. (a) Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation. Parent and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act. Company has the Merger Sub each have all requisite corporate power and authority necessary to own enable it to own, lease, operate or lease all of otherwise hold its properties and assets and to carry on conduct its business businesses as it is now being presently conducted. Company Parent and each of its Subsidiaries is duly licensed qualified, licensed, or qualified in good standing, as applicable, to do business in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing, use or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified would not, either individually or in the aggregategood standing would not be material to Parent and its Subsidiaries, reasonably be likely to have taken as a Material Adverse Effect on Companywhole. As used in this Agreement, the term (1) “Parent Material Adverse Effect” means, with respect to Parent, Company or the Surviving Corporation, as the case may be, means (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or operations, financial condition or assets of such party Parent and its Subsidiaries taken as a whole whole, or (ii) a material adverse effect on Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby; provided, however, thatthat in no event shall any of the following, with respect alone or in combination, be deemed to this clause (i)constitute a Parent Material Adverse Effect, or be taken into account in determining whether a Parent Material Adverse Effect shall not be deemed to include the impact of has occurred: (A) changesany adverse change, after effect, event or occurrence, state of facts or developments as a result of the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) public announcement or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules pendency of this Agreement or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or any actions required to actions expressly required by this Agreement be taken (or refrained from being taken) in contemplation of the transactions contemplated herebycompliance herewith, including any action taken (or (Fomitted to be taken) actions or omissions taken pursuant to with the written consent of Parent, in or at the case written request of the Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B)) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to the industries in which Parent or its Subsidiaries operate, (C), ) changes generally affecting the industries in which Parent or its Subsidiaries operate that are not specifically related to the extent that the effects of such change are Parent and its Subsidiaries and do not have a materially disproportionately disproportionate adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party effect on Parent and its Subsidiaries, taken as a whole, as compared to other companies (D) changes in general economic conditions or political conditions, or in the industry financial, credit or securities markets in which such party general (including changes in the prevailing interest rates, exchange rates or stock, bond and/or debt prices) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a materially disproportionate adverse effect on Parent and its Subsidiaries operateSubsidiaries, taken as a whole, (E) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism (including cyberterrorism) involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster, or epidemics, pandemics or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), (F) any failure to meet financial projections, estimates or forecasts for any period (provided, however, that the underlying cause of such failure may, to the extent applicable, be considered in determining whether there has been a Parent Material Adverse Effect), (G) the taking of any action by Company or any of its Affiliates (including any breach of this Agreement committed thereby), (H) any matter set forth in the Parent Disclosure Letter; or (iiI) changes in the ability market price or trading volume of the Parent Common Stock on the Nasdaq Stock Market LLC (the “NASDAQ”) (it being understood that this clause (I) does not and shall not be deemed to apply to the underlying cause or causes of any such party to timely consummate changes), and (J) any adverse change in the transactions contemplated herebyconsolidated financial results of Parent that is not materially worse than Parent’s historic negative consolidated financial results and historic negative trends either (x) reflected in the 2022 Parent Annual Report or the 2023 Parent Interim Report or (y) discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2022 Parent Annual Report or 2023 Parent Interim Report. As used in this Agreement, the word The term “Subsidiary” when used means, with respect to any partyPerson, means any corporationsignificant subsidiary of such Person as defined in Article 1, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies Rule 1-02 of Regulation S-X promulgated pursuant to the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”)Securities Act, and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to ParentSubsidiaries” means more than one such Subsidiary.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, is a bank savings and loan holding company duly registered under within the Bank Holding Company meaning of the Home Owners’ Loan Act of 1956, as amended 1933 (the “BHC ActHOLA”) that has elected to be treated as a financial holding company under and is duly registered with the BHC ActBoard of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, the Company or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries Subsidiaries, taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations Laws of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly required by this Agreement (excluding the obligations with respect to the Company and its Subsidiaries operating in the ordinary course of business) in contemplation of the transactions contemplated hereby (it being understood that, for purposes of Section 3.3(b) and Section 7.2(a) (to the extent relating to Section 3.3(b)), the exceptions set forth in this clause (D) shall not apply in determining whether a Material Adverse Effect has occurred), (E) a decline, in and of itself, in the trading price of the Company’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including forecasts (it being understood that the underlying causes thereof, (Ecause of such decline or failure may be taken into account in determining whether a Material Adverse Effect has occurred) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions the reasonable and customary expenses incurred by the Company or omissions taken pursuant to the written consent of ParentParent Entities in negotiating, in documenting, effecting and consummating the case of Company, or Company, in the case of Parenttransactions contemplated by this Agreement; except, with respect to subclauses subclause (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) ), or (ii) the ability of such party or any Subsidiary of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect shall have the meaning ascribed to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposesit in Section 10(a)(1)(G) of HOLA. True and complete copies of the Restated Certificate amended and restated certificate of Incorporation incorporation of Company, as amended the Company (the “Company Certificate”), ) and the amended and restated bylaws of Company, as amended the Company (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by the Company to Parent, and the Company is not in violation of its organizational or governing documents, including the Company Certificate and Company Bylaws.

Corporate Organization. (a) Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Washington and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). Company has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted. Company is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, not reasonably be likely expected to have a Material Adverse Effect on Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company the Parent Parties or the Surviving CorporationCompany, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party Party and its Subsidiaries taken as a whole (provided, however, provided that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereofof this Agreement, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereofof this Agreement, in laws, rules or regulations (including any Pandemic Measures) of general applicability to companies in the industries in which such party Party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereofof this Agreement, in global, national or regional political conditions (including the outbreak outbreak, continuation or escalation of any acts of war (whether or not declared), acts of terrorism, sabotage or military actions) or any Pandemic or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party Party or its Subsidiaries, Subsidiaries (including any such changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or arising out of any change in the credit marketsPandemic), (D) changes, after the date of this Agreement, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event or emergencies (including any Pandemic), (E) public disclosure of the transactions contemplated by this Agreement or actions expressly required by this Agreement or that are taken with the prior written consent of the other Party in contemplation of the transactions contemplated by this Agreement or (F) a decline in the trading price of a Party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not not, in either case, including the any underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), or (D) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party Party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.which

Corporate Organization. (a) Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Washington and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). Company has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted. Company is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, not reasonably be likely expected to have a Material Adverse Effect on Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company the Parent Parties or the Surviving CorporationCompany, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party Party and its Subsidiaries taken as a whole (provided, however, provided that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereofof this Agreement, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereofof this Agreement, in laws, rules or regulations (including any Pandemic Measures) of general applicability to companies in the industries in which such party Party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereofof this Agreement, in global, national or regional political conditions (including the outbreak outbreak, continuation or escalation of any acts of war (whether or not declared), acts of terrorism, sabotage or military actions) or any Pandemic or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party Party or its Subsidiaries, Subsidiaries (including any such changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or arising out of any change in the credit marketsPandemic), (D) changes, after the date of this Agreement, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event or emergencies (including any Pandemic), (E) public disclosure of the transactions contemplated by this Agreement or actions expressly required by this Agreement or that are taken with the prior written consent of the other Party in contemplation of the transactions contemplated by this Agreement or (F) a decline in the trading price of a Party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not not, in either case, including the any underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), or (C), or (D) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party Party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party Party and its Subsidiaries operate) or (ii) the ability of such party Party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent.the

Corporate Organization. (a) Company Target is a corporation an international business company duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActBelize. Company Target has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to not have a Target Material Adverse Effect on CompanyEffect. As used in this Agreement, the term “Target Material Adverse Effect” meansmeans any event, change, occurrence, condition or effect that has had or could reasonably be expected to have, individually or in the aggregate with respect to Parent, Company or the Surviving Corporation, as the case may beall similar events, a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party Target and its Subsidiaries taken as a whole (provided, however, that, that with respect to this clause (i), “Target Material Adverse Effect shall Effect” will not be deemed to include effects to the impact of extent resulting from (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect or regulatory requirements applicable to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsoutsourced facilities services companies and their holding companies generally, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental EntitiesEntity”), (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic or market conditions affecting the financial outsourced facilities services industry generally and not specifically relating to such party companies or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit marketstheir holding companies generally, (D) failure, actions contemplated by the parties in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereofconnection with this Agreement, (E) changes attributable to disclosure the announcement or performance of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated herebyAgreement, or (F) actions or omissions taken pursuant to the written consent of Parent, a change in the case market price or trading volume of Company, or Company, the Target Ordinary Shares (provided that a change in the case market price or trading volume of Parent; exceptthe Target Ordinary Shares will not be precluded from being used, with respect to subclauses (Aas applicable, as evidence that some other effect, circumstance or change has had a Target Material Adverse Effect), (B), or (C), to the extent except that the effects of such change are materially disproportionately adverse to the businessexclusions set forth in clause A, properties, assets, liabilities, results of operations B or financial condition of such party C will only be effective if Target and its Subsidiaries, taken as a whole, as Subsidiaries are not disproportionately impacted in any material respect by such events when compared to other outsourced facilities services companies in the industry in which such party and its Subsidiaries operateor their holding companies generally) or (ii) the Target’s ability of such party to timely consummate complete the transactions contemplated hereby. As used in by this Agreement, Agreement or the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parenttiming thereof.

Corporate Organization. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Oregon, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, the Company or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, including changes in Federal or state tax laws, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes (D) changes, after the date hereof, in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels rates, credit or trading volumes in U.S. United States capital markets conditions, or foreign securities markets other financial, economic or any change monetary conditions in the credit markets, (D) failureUnited States or elsewhere, in each case affecting the financial services industry generally and of itself, not specifically relating to meet earnings projections such party or internal financial forecasts, but not including the underlying causes thereofits Subsidiaries, (E) changes attributable to proximately caused by the public disclosure or consummation of the transactions contemplated hereby (provided that this exception shall not apply for purposes of the representations and warranties in Section 3.3(b) or to Section 4.3(b)) or actions or omissions expressly required by this Agreement or that are taken or omitted to be taken with the express prior written consent of the other party in contemplation of the transactions contemplated hereby, or (F) actions any failure by a party to meet internal or omissions published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period (it being understood that the underlying facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect if such facts and circumstances are not otherwise excluded pursuant to the written consent clauses (A)-(E) of Parent, in the case of Company, or Company, in the case of Parentthis definition); except, with respect to subclauses (A), (B), (C) or (CD), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies similarly situated in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (i) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the Restated Certificate Articles of Incorporation of Company, as amended the Company (the “Company CertificateArticles”), ) and the bylaws Amended and Restated Bylaws of Company, as amended the Company (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by the Company to Parent.

Corporate Organization. (a) Company ▇▇▇▇▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. Company ▇▇▇▇▇▇▇▇ has the corporate power and authority to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted. Company ▇▇▇▇▇▇▇▇ is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Company▇▇▇▇▇▇▇▇. As used in this Agreement, the term “Material Adverse Effect” means, with respect to ParentHexcel, Company ▇▇▇▇▇▇▇▇, Merger Sub, the Surviving Entity or the Surviving CorporationCombined Company, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party Person and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), that Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirementsrequirements or official interpretations thereof, (B) changes, after the date hereof, in lawsLaws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic economic, market (including equity, credit and debt markets, as well as changes in interest rates) or market other general industry-wide conditions affecting the financial services industry generally and not specifically relating to industries in which such party and its Subsidiaries operates, (D) the announcement or the existence of, compliance with, pendency of or performance under, this Agreement or the transactions contemplated hereby or the identity of the parties to this Agreement or any of their affiliates (including the impact thereof on the relationships, contractual or otherwise, of a party or any of its SubsidiariesSubsidiaries with officers and employees, including changes financing sources, customers, suppliers, vendors, service providers or other partners) (provided that this clause (D) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution of or performance under this Agreement or the consummation of the transactions contemplated hereby), (E) a decline in prevailing interest rates, credit availability and liquidity, currency exchange rates and the trading price levels or trading volumes in U.S. or foreign securities markets of a party’s common stock or any change in the credit marketsratings or ratings outlook for, (D) or the availability or cost of equity, debt or other financing to, such party or any of its Subsidiaries, or the failure, in and of itself, to meet earnings projections projections, earnings guidance, budgets, expectations, estimates or internal financial forecasts, but not not, in either case, including the any underlying causes thereofthereof to the extent not otherwise excluded pursuant to subclauses (A) through (H), (EF) changes attributable weather conditions or other acts of God, (G) any action required to disclosure be taken by a party or any of its Subsidiaries at the written request of the transactions contemplated hereby other party and (H) any actions or to actions expressly required claims made or brought by any of the current or former stockholders of a party (or on their behalf or on behalf of such party) against another party or any of its directors, officers or employees arising out of this Agreement in contemplation of or the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses subclause (A), (B), (C) or (C), F) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby). As used in this Agreement, the word “Subsidiary” when used with respect to any partyperson, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, or person of which (x) such first person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (y) such first person is consolidated with such party for financial reporting purposesor directly or indirectly has the power to appoint a general partner, manager or managing member or others performing similar functions. True and complete copies of the Restated ▇▇▇▇▇▇▇▇ Certificate of Incorporation Incorporation, the Constitution of Company, as amended ▇▇▇▇▇▇▇▇ (the “Company Certificate▇▇▇▇▇▇▇▇ Constitution”), ) and the bylaws constituent documents of CompanyMerger Sub, as amended (the “Company Bylaws”), in each case as in effect as of the date of this Agreement, have previously been made available by Company ▇▇▇▇▇▇▇▇ to ParentHexcel. ▇▇▇▇▇▇▇▇ has taken all necessary corporate action to amend the ▇▇▇▇▇▇▇▇ Bylaws to be in the form set forth on Exhibit C as of the date of this Agreement.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActDelaware. The Company has the all requisite corporate power and authority and possesses all governmental franchises, permits, licenses, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to own enable it to own, lease, operate or lease all of otherwise hold its properties and assets and to carry on conduct its business businesses as it is now being presently conducted. The Company is duly licensed qualified, licensed, or qualified in good standing, as applicable, to do business in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing, use or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified would not, either individually or in good standing would not be material to the aggregate, reasonably be likely to have a Material Adverse Effect on Company. As used in this Agreement, the term “Company Material Adverse Effect” means, with respect to Parent, Company or the Surviving Corporation, as the case may be, means (i) a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or operations, financial condition or assets of such party and its Subsidiaries the Company, or (ii) a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute a Company Material Adverse Effect, or be taken into account in determining whether a Company Material Adverse Effect has occurred: (A) any adverse change, effect, event or occurrence, state of facts or developments as a whole result of the public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken (or refrained from being taken) in compliance herewith, including any action taken (or omitted to be taken) with the written consent of or at the written request of either Parent or Merger Sub, (B) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP, or regulatory accounting requirements applicable or potentially applicable to the industries in which the Company operates, (C) changes generally affecting the industries in which the Company operates that are not specifically related to the Company and do not have a materially disproportionate adverse effect on the Company, (D) changes in general economic conditions or political conditions, or in the financial, credit or securities markets in general (including changes in the prevailing interest rates, exchange rates or stock, bond and/or debt prices) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a materially disproportionate adverse effect on the Company, (E) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism (including cyberterrorism) involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster, or epidemics, pandemics or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), (F) any failure to meet financial projections, estimates or forecasts for any period (provided, however, thatthat the underlying cause of such failure may, with respect to this clause (i)the extent applicable, be considered in determining whether there has been a Company Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (AEffect), (BG) the taking of any action by Parent, Merger Sub or any of their respective Affiliates (including any breach of this Agreement committed thereby), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies H) any matter set forth in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”), and the bylaws of Company, as amended (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to ParentDisclosure Letter.

Corporate Organization. (a) Company Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC ActMississippi. Company Parent has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed licensed, qualified or qualified would notin good standing, either or to have such power or authority, individually or in the aggregate, reasonably be likely to would not have a Parent Material Adverse Effect on CompanyEffect. As used in this Agreement, the The term “Parent Material Adverse Effect” meansshall mean any change, with respect state of facts, circumstance, event or development, which, individually or in the aggregate, could reasonably be expected to Parent, Company or the Surviving Corporation, as the case may be, have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations operations, assets or financial condition of such party Parent and its Subsidiaries Acquiror, taken individually or as a whole (providedwhole, however, that, with respect to this clause other than (i), Material Adverse Effect shall not be deemed to include ) effects resulting from the impact of any actions taken by Parent or any of its subsidiaries with the prior written consent of Seller or required expressly by this Agreement or any action not taken by Parent or any of its subsidiaries to the extent such action is prohibited by this Agreement without the prior written consent of Seller and Seller has not consented to such action; (Aii) changes, after the date hereof, changes in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, Laws or interpretations thereof by courts that are generally applicable to the banking industry; (iii) changes in GAAP or Governmental Entities, regulatory accounting requirements applicable to banks or their holding companies generally; (Civ) changes, after expenses incurred in connection with this Agreement and the date hereof, in global, national Merger including payments to be made pursuant to employment and severance agreements and the termination of other benefit plans; (v) changes attributable to or regional political conditions (including resulting from changes that are the outbreak result of war or acts of terrorism) or in economic or market conditions factors generally affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, institutions including changes in prevailing interest rates; (vi) changes in general economic, credit availability and liquiditymarket, currency exchange rates and price levels political or trading volumes in U.S. or foreign securities markets or any change regulatory conditions in the credit markets, United States; (Dvii) a failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the any underlying causes thereof, or changes in the trading price of Parent Common Stock, in and of itself, but not including any underlying causes thereof; (Eviii) changes attributable to disclosure any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism; or (ix) the impact of the transactions contemplated hereby or to actions expressly required by announcement of this Agreement in contemplation of Agreement, the Merger and the other transactions contemplated hereby; provided, or that as to each of clauses (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (Aii), (Biii), (v), (vi) or (Cviii), to the extent that the effects such change, state of such change are materially disproportionately adverse to the businessfacts, propertiescircumstance, assets, liabilities, results of operations event or financial condition of such party and its Subsidiaries, taken as development does not have a whole, disproportionate effect on Parent or Acquiror as compared to other companies in financial institutions or their holding companies. Parent is duly registered as a bank holding company under the industry in which such party and its Subsidiaries operate) Bank Holding Company Act of 1956, as amended. Parent has furnished or (ii) the ability of such party made available to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True Seller true and complete copies of the Restated Certificate articles of Incorporation incorporation and bylaws (or comparable organizational documents) of Company, as amended (the “Company Certificate”), Parent and the bylaws of Company, as amended (the “Company Bylaws”), Acquiror as in effect as of on the date of this Agreement, have previously been made available by Company to Parenthereof.

Corporate Organization. (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Illinois and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to be treated as a financial holding company under the BHC Act). Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Company. As used in this Agreement, the term “Material Adverse Effect” means, with respect to Parent, Company or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, occurrence, condition or development that has a material adverse effect on (i) the condition (financial or otherwise), results of operations, business, properties, assets, liabilities, results of operations assets or financial condition liabilities of such party and its Subsidiaries taken as a whole or (ii) the ability of such party to timely consummate the transactions contemplated hereby; provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets, (D) a decline in the trading price of Parent Common Stock or the failure, in and of itself, of a party to meet earnings projections or internal financial forecastsforecasts but not, but not in either case, including the underlying causes thereof, ; (E) changes attributable in the credit markets, any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally, (F) with respect to Company, the identity of, or any facts or circumstances relating to, Parent or its affiliates, or (G) the execution of this Agreement or the public disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of or the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parent, in the case of Company, or Company, in the case of Parent; except, with respect to subclauses (A), (B), (C) or (CE), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or condition (financial condition or otherwise) of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) operate (in which case only the incremental materially disproportionate effect may be taken into account in determining whether or (ii) the ability of such party to timely consummate the transactions contemplated herebynot there has been or may be a Material Adverse Effect)). As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the Amended and Restated Certificate Articles of Incorporation of Company, as amended Company (the “Company CertificateArticles”), ) and the bylaws Amended and Restated By-Laws of Company, as amended Company (the “Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Company to Parent, are in full force and effect and Company is not in material violation of any of the provisions thereof.

Corporate Organization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “"BHC Act”) that "), which has not elected to be treated as a financial holding company under the BHC Act. The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Company conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “"Material Adverse Effect” " means, with respect to Parent, the Company or the Surviving CorporationPurchaser, as the case may be, any event, circumstance, development, change or effect that, individually or in the aggregate, has a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, changes in U.S. generally accepted accounting principles (“"GAAP”) (or, with respect to Parent, International Financial Reporting Standards (“IFRS”)") or applicable regulatory accounting requirementsrequirements or interpretations thereof, (B) changes, after the date hereof, in laws, rules rules, regulations or regulations agency requirements of general applicability to companies in the industries in which such party person and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market conditions affecting the financial services industry generally (including equity, credit and not specifically relating to such party or its Subsidiariesdebt markets, including as well as changes in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in U.S. or foreign securities markets or any change in the credit markets) conditions, (D) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on such person's or its Subsidiaries' relationships with its customers, employees or other persons) or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of or at the written direction of Purchaser, in the case of the Company, or the Company, in the case of Purchaser, (E) a decline in the trading price of such person's common stock or the failure, in and of itself, to meet earnings internal or other estimates, predictions, projections or internal forecasts of revenue, net income or any other measure of financial forecasts, but not including performance (it being understood that the underlying causes thereof, (Ecause of such decline or failure may be taken into account in determining whether a Material Adverse Effect on such person has occurred) changes attributable to disclosure of the transactions contemplated hereby or to actions expressly required by this Agreement in contemplation of the transactions contemplated hereby, or (F) actions or omissions taken pursuant to the written consent of Parentexpenses incurred by such person and its Subsidiaries in negotiating, in documenting, effecting and consummating the case of Company, or Company, in the case of Parenttransactions contemplated by this Agreement; except, with respect to subclauses (A), (B), ) or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party person and its Subsidiaries, taken as a whole, as compared to other companies in the industry industries in which such party person and its Subsidiaries operate) ); or (ii) prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of such party person to timely consummate the transactions contemplated hereby. As used in this Agreement, the word “"Subsidiary” " when used with respect to any partyperson, means any corporationother person Controlled by such person, partnershipwhether directly or indirectly, limited liability company, bank or any other person who owns securities or other organizationownership interests having a majority of the economic interest or voting power of such person. As used in this Agreement, the word "Control" and the correlative terms "Controlling" and "Controlled", means, with respect to any specified person, the power to direct the management and policies of such person, directly or indirectly, whether incorporated through the ownership of voting securities, by contract or unincorporated, which is consolidated with such party for financial reporting purposesotherwise. True and complete copies of the Amended and Restated Certificate Articles of Incorporation of Company, as amended the Company (the “"Company Certificate”), Articles") and the bylaws Amended and Restated By-Laws of Company, as amended the Company (the “"Company Bylaws”"), as in effect as of the date of this Agreement, have previously been made available by the Company to ParentPurchaser.