Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a valid and binding obligation of Seller and its Affiliates, as applicable, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser. Except for the adoption and approval of the Bank Merger Agreement by Purchaser Bank and Purchaser as its sole stockholder, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect Enforceability Exceptions). The shares of bankruptcyPurchaser Common Stock to be issued in the Merger have been validly authorized, insolvencywhen issued, reorganizationwill be validly issued, receivershipfully paid and nonassessable, conservatorship, arrangement, moratorium and no current or other laws affecting past stockholder of Purchaser will have any preemptive right or relating to the similar rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawrespect thereof. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, Purchaser Certificate or similar organization documents of Seller or its Affiliatesthe Purchaser Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.3 4.4 are duly obtained, (Ax) violate any Applicable Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breachesbreaches or defaults, defaults losses of benefit under, terminations, cancellations, accelerations or loss of benefits which creations which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Purchaser Material Adverse Effect.

Authority; No Violation. (a) Seller has all requisite full limited liability company partnership power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Agreement to which Seller is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly approved authorized by all necessary limited liability company action on the part Board of Directors of Seller GP, as the general partner of Seller. No other limited liability company proceeding partnership proceedings on the part of Seller or its Affiliates is are necessary to approve this Agreement or such Ancillary Agreements or to consummate the Transactionstransactions contemplated hereby and thereby. This Agreement has and such Ancillary Agreements have been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement the other parties thereto) constitute a valid and binding obligation obligations of Seller and its Affiliates, as applicableSeller, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, their respective terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganizationmoratorium, receivership, conservatorship, arrangement, moratorium reorganization or other similar laws affecting or relating to the rights of creditors generally or (ii) the rules governing and the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawremedies). (b) Neither the execution and delivery by Seller of this Agreement by Seller or its Affiliates, any Ancillary Agreement to which it is a party nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby and thereby, nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does this Agreement or any such Ancillary Agreement, will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents Governing Documents of Seller or its Affiliates, any of the Acquired Companies or their respective Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 3.4 are duly obtainedobtained and/or made, (A) violate any Applicable Law statute, code, ordinance, rule, regulation or Order applicable to the Acquired Companies, any of their respective Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the properties or assets of the Acquired Assets under Companies or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument (collectively, “Contracts”) to which Seller any Acquired Company or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, breaches or defaults or loss of benefits which would with respect to clause (ii)(B) that are not reasonably be expected likely to be material to have, either individually or in the ongoing custody and administration of the Accountsaggregate, a Material Adverse Effect on Seller.

Authority; No Violation. (a) Seller Subject Company has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Subject Company Board and by the Partners. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Subject Company are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Subject Company and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute Parent and Holding) constitutes a valid and binding obligation of Seller and its Affiliates, as applicableSubject Company, enforceable against Seller and its Affiliates, as applicable, Subject Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) The Shareholder represents and warrants that this Agreement has been duly and validly executed and delivered by it and (assuming due authorization, execution and delivery by Parent and Holding) constitutes a valid and binding obligation of it, enforceable against it to the extent applicable to it. (c) Neither the execution and delivery of this Agreement by Seller or its Affiliates, Subject Company nor the consummation by Seller or its Affiliates Subject Company of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Subject Company with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Certificate of organization, operating agreement, Incorporation or Bylaws of Subject Company or any of the similar organization governing documents of Seller or any of its Affiliates, Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.3 4.4 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Subject Company or any of its Subsidiaries or any of their respective properties or assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Subject Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Subject Company or any Affiliate thereof of its Subsidiaries is a party relating to which will remain in full force and effect at the Acquired Assets or Account AssetsEffective Time, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (affected or result in the case termination of or a right of termination or cancellation of any such note, bond, mortgage, deed of trust, license, lease, agreement or instrument or obligation. (d) The Shareholder represents and warrants that neither the execution and delivery of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to Agreement by it nor the ongoing custody and administration consummation by it of the Accountstransactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof, will (i) violate any provision of the governing documents of the Shareholder or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to it any of its properties or assets.

Authority; No Violation. (a) Seller 5.4.1 BHLB has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by BHLB and the consummation completion by BHLB of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary limited liability company action on the part Board of Seller. No other limited liability company proceeding on the part Directors of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsBHLB. This Agreement has been duly and validly executed and delivered by Seller BHLB, and its Affiliates, as applicable, and, subject to Beacon Federal Shareholder Approval and the receipt of the Regulatory Approval and assuming due authorization, and valid execution and delivery by Buyer, of this Agreement constitute a by Beacon Federal, constitutes the valid and binding obligation obligations of Seller and its Affiliates, as applicableBHLB, enforceable against Seller and its Affiliates, as applicable, BHLB in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other insolvency and similar laws affecting or relating creditors’ rights generally, and subject, as to the rights of creditors generally or (ii) the rules governing the availability of specific performanceenforceability, injunctive relief or other equitable remedies and to general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (ba) Neither the execution and delivery of this Agreement by Seller or its Affiliates, BHLB nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby nor compliance by Seller or its Affiliates BHLB with any of the terms or and provisions hereof does or will (i) violate conflict with or result in a breach of any provision of the certificate of organizationincorporation or articles of association, operating agreementas applicable, and bylaws of BHLB or similar organization documents of Seller or its Affiliates, or any BHLB Subsidiary; (ii) assuming that the consents and approvals referred subject to in Section 3.3 are duly obtained, (A) receipt of all Regulatory Approvals violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BHLB or any BHLB Subsidiary or any of their respective properties or assets; or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or amendment of, accelerate the performance required by, or result in a right of termination or cancellation under acceleration or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets properties or assets of BHLB or any BHLB Subsidiary under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other investment or obligation to which Seller BHLB or any Affiliate thereof BHLB Subsidiary is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser. No other corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Purchaser. Assuming due authorization, execution and delivery by BuyerSellers, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Purchaser or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to prevent Purchaser from consummating the ongoing custody and administration of the Accountstransactions contemplated hereby.

Authority; No Violation. (a) Seller 4.3.1. Premier has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by Premier's stockholders (the "Premier Stockholder Approval"), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Premier and the consummation completion by Premier of the Transactions transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by all necessary limited liability company action the Board of Directors of Premier, and no other corporate proceedings on the part of Seller. No Premier, other limited liability company proceeding on than the part of Seller or its Affiliates is Premier Stockholder Approval, are necessary to approve this Agreement or to consummate the TransactionsAgreement. This Agreement has been duly and validly executed and delivered by Seller Premier, and its Affiliatessubject to Premier Stockholder Approval, as applicable, and, assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery by Buyer, of this Agreement constitute a by First Guaranty, constitutes the valid and binding obligation of Seller and its Affiliates, as applicablePremier, enforceable against Seller and its Affiliates, as applicable, Premier in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other insolvency and similar laws affecting or relating creditors' rights generally, and subject, as to the rights of creditors generally or (ii) the rules governing the availability of specific performanceenforceability, injunctive relief or other equitable remedies and to general principles of equity, regardless of whether considered in a Proceeding in equity or at law. 4.3.2. Subject to the receipt of the Regulatory Approvals and compliance by First Guaranty and Premier with any conditions contained therein, and Premier Stockholder Approval, (bA) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor Premier, (B) the consummation by Seller or its Affiliates of the Transactions nor transactions contemplated hereby, and (C) compliance by Seller or its Affiliates Premier with any of the terms or provisions hereof does or will not (i) violate conflict with or result in a breach of any provision of the articles of incorporation, certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller Premier or its Affiliates, or any Premier Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Premier or any Premier Subsidiary or any of their respective properties or assets; or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, accelerate the performance required by, or result in a right of termination or cancellation under acceleration or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets properties or assets of Premier or any Premier Subsidiary under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other investment or obligation to which Seller or any Affiliate thereof of them is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breachesbreaches or defaults under clause (ii) or (iii) hereof which, defaults either individually or loss in the aggregate, will not have a Material Adverse Effect on Premier and the Premier Subsidiaries taken as a whole. 4.3.3. The Premier Stockholder Approval is the only vote of benefits which would not reasonably be expected holders of any class of Premier's capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 4.3.4. The board of directors of Premier, by resolution duly adopted by the requisite vote of the entire board of directors as required by the TBOC at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Premier and its stockholders and declared the Merger to be material to advisable, and (ii) recommended that the ongoing custody stockholders of Premier approve this Agreement and administration of directed that such matter be submitted for consideration by the AccountsPremier stockholders at the Premier Stockholders Meeting.

Authority; No Violation. (a) Seller Such Adviser has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the TransactionsAgreement. The execution and delivery of this Agreement and the consummation of the Transactions have has been duly and validly approved by all necessary limited liability company action on the part managers of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactionssuch Adviser. This Agreement has been duly and validly executed and delivered by Seller such Adviser and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyersuch other Adviser, this Agreement constitute a OTF II, OTF and Merger Sub) constitutes the valid and binding obligation of Seller and its Affiliates, as applicablesuch Adviser, enforceable against Seller and its Affiliates, as applicable, such Adviser in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatessuch Adviser, nor the consummation by Seller or its Affiliates of the Transactions Transactions, nor compliance performance of this Agreement by Seller or its Affiliates with any of the terms or provisions hereof does or such Adviser, will (i) violate any provision of the certificate of organization, operating agreement, formation or similar organization documents limited liability company agreement of Seller or its Affiliates, such Adviser or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or Order applicable to such Adviser or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, require the consent, approval or rights authorization of, or obligations undernotice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of such Adviser under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Seller or any Affiliate thereof such Adviser is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets its properties or Account Assets may be assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(B)) for , any such violationsviolation, conflictsconflict, breachesbreach, defaults loss, default, termination, cancellation, acceleration, consent, approval or loss of benefits which creation that would not not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OTF II or OTF. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Adviser, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to the ongoing custody and administration of the AccountsOTF II or OTF.

Authority; No Violation. (a) Seller The Orchard has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of the Orchard. The Board of Directors of the Orchard has directed that this Agreement and the transactions contemplated hereby be submitted to the Orchard’s stockholders for approval at a meeting of such stockholders and, except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Orchard Capital Stock, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Orchard are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller the Orchard and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute DMGI) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablethe Orchard, enforceable against Seller and its Affiliates, as applicable, the Orchard in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other subject to any applicable bankruptcy and insolvency laws affecting or relating generally the enforceability of creditors’ rights from time to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered time in a Proceeding in equity or at laweffect. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, the Orchard nor the consummation by Seller or its Affiliates the Orchard of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates the Orchard with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, Orchard Articles or similar organization documents of Seller or its Affiliates, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.3 3.4 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Orchard, any of its Subsidiaries or its Non-Subsidiary Affiliates or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of the Orchard, any of its Subsidiaries or Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Seller the Orchard, any of its Subsidiaries or any Affiliate thereof its Non-Subsidiary Affiliates is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breachesbreaches or defaults which, defaults either individually or loss of benefits which in the aggregate, would not reasonably be expected to be material to have a Material Adverse Effect on the ongoing custody and administration of the AccountsOrchard.

Authority; No Violation. (ai) Seller Each of Parent, the Parent OP and Merger Sub has all requisite limited liability company power and authority to execute execute, deliver and deliver perform their respective obligations under this Agreement and and, in the case of Parent, subject to the receipt of the Parent Required Vote, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent, Parent OP and Merger Sub, and the performance by Parent, Parent OP and Merger Sub of their respective obligations hereunder and the consummation of the Transactions transactions contemplated hereby, have been declared advisable and duly authorized by the Board of Directors of Parent (in the case of Parent), the Parent OP GP and validly approved by the requisite limited partners of Parent OP in the case of Parent OP and the sole member and managing member of Merger Sub (in the case of Merger Sub) and all other necessary corporate, limited liability company or limited partnership action on the part of Seller. No Parent, Parent OP and Merger Sub, other than the receipt of the Parent Required Vote (in the case of Parent), and the due filing of the Certificate of Merger, DESM Certificate of Merger and Partnership Certificate of Merger with the Delaware Secretary and the MDSM Articles of Merger with the SDAT, and no other corporate, limited liability company proceeding or limited partnership proceedings on the part of Seller Parent, Parent OP or its Affiliates is Merger Sub are necessary to approve authorize this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent, Parent OP and its AffiliatesMerger Sub and constitutes, as applicable, and, assuming due authorization, subject to the execution and delivery by Buyerthe Company and Company OP, this Agreement constitute a valid and binding obligation of Seller Parent, Parent OP and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent, Parent OP and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or applicable Bankruptcy and Equitable Exceptions. (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the The execution and delivery by each of Parent, Parent OP and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Seller or its AffiliatesParent, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or Parent OP and Merger Sub will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtainednot, (A) violate any Applicable Law conflict with or (B) violate, conflict with, result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation to the loss of a benefit under any Contract, permit, concession, franchise or in right binding upon Parent or any payment conditioned, in whole or in part, on consummation Subsidiary of the Transactions, accelerate the performance required by or rights or obligations under, Parent or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Parent, Merger Sub or any other Subsidiary of Parent, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of Parent, Parent OP, Merger Sub or any other Subsidiary of Parent or (C) assuming that all consents, approvals and authorizations contemplated by clauses (A) through (D) of Section 3.2(c)(iii) have been obtained and all filings and notifications described in such clauses have been made, conflict with or result in any violation of any Laws applicable to Parent, Parent OP, Merger Sub or any other Subsidiary of Parent or any of the termstheir respective properties or assets, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (other than in the case of this clause clauses (ii)(BA), (B) for such violationsand (C), conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to be material have, individually or in the aggregate, a Parent Material Adverse Effect or to prevent or materially impair or delay the transactions contemplated by this Agreement. (iii) Except for (A) the applicable requirements, if any, of Blue Sky Laws, (B) required filings or approvals under the Exchange Act and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE or NASDAQ and (D) the due filing of the Certificate of Merger with the Delaware Secretary pursuant to the ongoing custody DGCL and administration the DLLCA, the due filing of the AccountsPartnership Certificate of Merger with the Delaware Secretary pursuant to the DRUPA, the due filing of the DESM Certificate of Merger with the Delaware Secretary pursuant to the DLLCA and the due filing of the MDSM Articles of Merger with the SDAT pursuant to the MGCL, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent, Parent OP, Merger Sub or any other Subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent, Parent OP and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or to prevent or materially impair or delay the transactions contemplated by this Agreement.

Authority; No Violation. (ai) Seller Purchaser has all requisite full corporate, partnership or limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to other actions described in this Section 2.3(b) and Section 2.3(c), to consummate the TransactionsClosing. The execution and delivery of this Agreement Agreement, the performance by Purchaser of its obligations hereunder and the consummation of the Transactions Closing (including the Investment) have been duly and validly approved by all necessary limited liability company action Purchaser’s board of directors or other equivalent governing body, as applicable. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part Purchaser or any of Seller Purchaser’s partners or its Affiliates is equityholders are necessary to approve or adopt this Agreement Agreement, for Purchaser to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Xxxxxxxxx and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exceptions). (bii) Neither the execution and delivery of this Agreement by Seller or Purchaser, the performance by Purchaser of its Affiliates, obligations hereunder nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, including the Investment, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (iA) violate any provision of the Purchaser’s certificate or articles of organization, operating agreement, incorporation or similar organization documents of Seller bylaws (or its Affiliates, other comparable charter or organizational documents) or (iiB) assuming that the consents and approvals referred to in Section 3.3 2.3(c) are duly obtained, (Ax) violate any Applicable Law applicable to Purchaser or any of its properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Purchaser under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller or any Affiliate thereof Purchaser is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets Purchaser or Account Assets any of its properties or assets may be bound or affectedbound, except (in the case of this clause clauses (ii)(B)B)(x) and (B)(y) above) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations, accelerations or loss of benefits creations which would not not, either individually or in the aggregate, reasonably be expected to be material materially and adversely affect Purchaser’s ability to consummate the ongoing custody Investment and administration of the Accountsother transactions contemplated by this Agreement.

Authority; No Violation. (a) Seller The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby (including the Merger), subject only to the requirement that this Agreement, the Merger and the other transactions contemplated by this Agreement be adopted and approved by the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of the Company. No corporate proceedings on the part of Seller. No the Company, other limited liability company proceeding on than the part required receipt of Seller or its Affiliates is the Company Stockholder Approval, are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller the Company and its Affiliates, as applicable, and, (assuming the due authorization, execution and delivery by Buyer, this Agreement constitute a Parent and Merger Sub) constitutes the valid and binding obligation of Seller and its Affiliates, as applicablethe Company, enforceable against Seller and its Affiliates, as applicable, the Company in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganizationmoratorium, receivership, conservatorship, arrangement, moratorium reorganization or other laws similar Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a Proceeding in equity or at law). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, the Company nor the consummation by Seller or its Affiliates the Company of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or transactions contemplated hereby will (i) violate any provision of the Company Certificate, the Company Bylaws or the certificate of organization, operating agreement, incorporation or similar organization bylaws or other organizational or constitutive documents or governing instruments of Seller or its Affiliates, any material Subsidiary of the Company or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 3.04 are duly obtained, obtained and/or made: (A) violate any Applicable Law applicable to the Company, its Subsidiaries or any of their respective properties or assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any person under, result in or permit the termination of or a right of termination or cancellation under or in any payment conditionedunder, in whole or in part, on consummation the acceleration of the Transactions, accelerate the performance required by or rights or obligations underby, or other adverse change of any right or obligation under any provision of (x) the Medium Term Notes or the Canadian Fleet Securitization Program or any agreements related to any of the foregoing or (y) any other agreement or instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of the Company or any of the Acquired Assets under any of the termsits Subsidiaries, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assetsexcept, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this the foregoing clause (ii)(B)ii) for such violationsonly, conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. (c) The Company Board of Directors, at a meeting duly called and held, duly adopted resolutions: (i) declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be material submitted to a vote at a meeting of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). Assuming the representations and warranties set forth in Section 4.13 are true and correct, no state “fair price”, “moratorium”, “control share acquisition” or similar anti-takeover statute or regulation (including Section 203 of the DGCL) (collectively, “Takeover Laws”) is applicable to the ongoing custody and administration Merger or any of the Accountsother transactions contemplated by this Agreement.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser. No other corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Purchaser. Assuming due authorization, execution and delivery by BuyerSellers, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Purchaser or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountsmaterial.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Board of Directors of Purchaser. The Board of Directors of Purchaser has determined that this Agreement is advisable and in the best interests of Purchaser and its shareholders and has directed that the issuance of Purchaser Common Stock in connection with the Merger be submitted to Purchaser’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote to approve the issuance of Purchaser Common Stock, by the requisite vote of the holders of shares of Purchaser Common Stock present in person or represented by proxy at a meeting called therefor, this Agreement and the transactions contemplated hereby have been authorized by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactionscorporate action. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a Company) constitutes the valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by terms (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate of organization, operating agreement, Purchaser Certificate or similar organization documents of Seller or its Affiliatesthe Purchaser Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.4 are duly obtainedobtained and/or made, (A) violate any Applicable Law law, judgment, order, injunction or decree applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets any of them or Account Assets may be any of their respective properties or assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(Bii)) for , any such violationsviolation, conflictsconflict, breachesbreach, defaults default, termination, cancellation, acceleration or loss of benefits which creation that would not reasonably be expected to be material to the ongoing custody and administration of the Accountscause a Material Adverse Effect.

Authority; No Violation. (a) Seller The Acquiror Adviser has all requisite limited liability company partnership power and authority to execute and deliver this Agreement and to consummate the TransactionsAgreement. The execution and delivery of this Agreement and the consummation of the Transactions have has been duly and validly approved by all necessary limited liability company action on the part general partner of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsAcquiror Adviser. This Agreement has been duly and validly executed and delivered by Seller the Acquiror Adviser and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyerthe Company, the Acquiror and Merger Sub) this Agreement constitute a constitutes the valid and binding obligation of Seller and its Affiliates, as applicablethe Acquiror Adviser, enforceable against Seller and its Affiliates, as applicable, the Acquiror Adviser in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exception). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatesthe Acquiror Adviser, nor the consummation by Seller or its Affiliates of the Transactions Transactions, nor compliance the performance of this Agreement by Seller or its Affiliates with any of the terms or provisions hereof does or Acquiror Adviser, will (i) violate any provision of the certificate of organization, operating agreement, partnership of the Acquiror Adviser or similar organization documents the limited partnership agreement of Seller or its Affiliates, the Acquiror Adviser or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or Order applicable to the Acquiror Adviser or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, require the consent, approval or rights authorization of, or obligations undernotice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of the Acquiror Adviser under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Seller or any Affiliate thereof the Acquiror Adviser is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets its properties or Account Assets may be assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(B)) for , any such violationsviolation, conflictsconflict, breachesbreach, defaults loss, default, termination, cancellation, acceleration, consent, approval or loss of benefits which creation that would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to the ongoing custody and administration Acquiror Adviser. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by the AccountsAcquiror Adviser, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser.

Authority; No Violation. (a) Seller Purchaser has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Merger Sub has the full limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly duly, validly, and validly unanimously adopted and approved by all necessary limited liability company action the Board of Directors of Purchaser and the managers and members of Merger Sub to the extent required by applicable Law. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Purchaser or its Affiliates is Merger Sub are necessary to approve this Agreement Agreement, or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a Company) constitutes the valid and binding obligation of Seller Purchaser and its Affiliates, as applicableMerger Sub, enforceable against Seller Purchaser and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by terms (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller Purchaser or its AffiliatesMerger Sub, nor the consummation by Seller Purchaser or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Purchaser or its Affiliates Merger Sub with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate articles of organization, incorporation or code of regulations of Purchaser or the articles of organization or operating agreement, or similar organization documents agreement of Seller or its AffiliatesMerger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.4 are duly obtainedobtained and/or made, (A) violate any Applicable Law other Law, judgment, order, injunction or decree applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets any of them or Account Assets may be any of their respective properties or assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(Bii)) for , any such violationsviolation, conflictsconflict, breachesbreach, defaults default, termination, cancellation, acceleration or loss of benefits which creation as has not had and would not reasonably be expected expected, individually or in the aggregate, to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Purchaser.

Authority; No Violation. (ai) Seller Valero has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Valero. The Board of Directors of Valero has directed that this Agreement be submitted to Valero stockholders for approval at a meeting of Valero stockholders for the purpose of approving the Merger and this Agreement (the "Valero Stockholders Meeting"), and, except for the approval of the Merger and this Agreement by majority vote at a meeting of Valero's stockholders at which a quorum is present (the "Valero Stockholder Approval"), no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Valero are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Valero and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute UDS) constitutes a valid and binding obligation of Seller and its Affiliates, as applicableValero, enforceable against Seller and its Affiliates, as applicable, Valero in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (bii) Neither the execution and delivery of this Agreement by Seller or its AffiliatesValero, nor the consummation by Seller or its Affiliates Valero of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Valero with any of the terms or provisions hereof does or hereof, will (iA) violate any provision of the certificate Restated Certificate of organization, operating agreement, Incorporation or similar organization documents By-Laws of Seller or its Affiliates, Valero or (iiB) assuming that the consents and approvals referred to in Section 3.3 4.2(d) are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Valero, any of its Subsidiaries or Non-Subsidiary Affiliates or any of its properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, accelerate any right or rights or obligations underbenefit provided by, or result in the creation of any Lien upon any of the Acquired Assets properties or assets of Valero, any of its Subsidiaries or Non-Subsidiary Affiliates under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Valero, any of its Subsidiaries or any Affiliate thereof Non-Subsidiary Affiliates is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their properties or assets may be bound or affected, except (in the case of this clause (ii)(B)y) above) for such violations, conflicts, breachesbreaches or defaults which, defaults either individually or loss of benefits which would in the aggregate, will not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Valero.

Authority; No Violation. (a) Seller has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Merchants, and subject to the parties obtaining all requisite limited liability company necessary regulatory approvals, Merchants and the Bank have full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of each of Merchants and the Bank. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of the Bank. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on Merchants or the part of Seller or its Affiliates is Bank are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Merchants and its Affiliatesthe Bank, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a constitutes valid and binding obligation obligations of Seller Merchants and its Affiliates, as applicablethe Bank, enforceable against Seller Merchants and its Affiliates, as applicable, the Bank in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesMerchants and the Bank, nor the consummation by Seller or its Affiliates Merchants and the Bank of the Transactions nor transactions contemplated hereby in accordance with the terms hereof, or compliance by Seller or its Affiliates Merchants and the Bank with any of the terms or provisions hereof does or hereof, will (i) violate any provision of Merchants' or the certificate Bank's Certificates of organizationIncorporation or Bylaws, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 set forth below are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Merchants or the Bank or any of their respective properties or assets, or (Biii) except as set forth in the Merchants Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsof, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets under respective properties or assets of Merchants or the Bank under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Merchants or any Affiliate thereof the Bank is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets either or Account Assets both of them or any of their respective properties or assets may be bound or affectedaffected except, except with respect to (ii) and (iii) above, such as individually and in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of Merchants and its Subsidiaries on a consolidated basis, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the Board of Governors of the Federal Reserve System ("FRB"), the Securities and Exchange Commission ("SEC"), applicable state securities bureaus or commissions, the Delaware Secretary of State and the stockholders of Merchants, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Merchants or the Bank in connection with (x) the execution and delivery by Merchants and the Bank of this clause Agreement and (ii)(B)y) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody consummation by Merchants and administration the Bank of the Accountstransactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby.

Authority; No Violation. (a) Seller Quartz has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the TransactionsAgreement. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company action the Board of Directors of Quartz and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Quartz are necessary to approve this Agreement or to consummate the TransactionsAgreement. This Agreement has been duly and validly executed and delivered by Seller Quartz and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, the Stockholder) this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableQuartz, enforceable against Seller and its Affiliates, as applicable, Quartz in accordance with its terms, terms except as that such enforcement enforceability (i) may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights of creditors generally or and (ii) is subject to general principles of equity and the rules governing discretion of the availability of specific performance, court before which any proceedings seeking injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) specific performance may be brought. Neither the execution and delivery of this Agreement by Seller or its AffiliatesQuartz, nor the consummation by Seller or its Affiliates Quartz of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Quartz with any of the terms or provisions hereof does or hereof, will (ix) violate any provision of the governing documents of Quartz or the certificate of organizationincorporation, operating agreementby-laws or similar governing documents of any of Quartz’s Subsidiaries, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Quartz or any of Quartz’s Subsidiaries, or similar organization documents any of Seller their respective properties or its Affiliatesassets, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (Bz) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Quartz or any of Quartz’s Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Quartz or any Affiliate thereof of Quartz’s Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller The Joint Advisor has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the TransactionsAgreement. The execution and delivery of this Agreement and the consummation of the Transactions have has been duly and validly approved by all necessary limited liability company action on the part board of Seller. No other limited liability company proceeding on managers of the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsJoint Advisor. This Agreement has been duly and validly executed and delivered by Seller the Joint Advisor and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by BuyerCCT II, this Agreement constitute a FSIC III, FSIC IV, FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3) constitutes the valid and binding obligation of Seller and its Affiliates, as applicablethe Joint Advisor, enforceable against Seller and its Affiliates, as applicable, the Joint Advisor in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatesthe Joint Advisor, nor the consummation by Seller or its Affiliates of the Transactions Transactions, nor compliance performance of this Agreement by Seller or its Affiliates with any of the terms or provisions hereof does or Joint Advisor, will (i) violate any provision of the certificate of organization, operating agreement, formation of the Joint Advisor or similar organization documents the limited liability company agreement of Seller or its Affiliates, the Joint Advisor or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or Order applicable to the Joint Advisor or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, require the consent, approval or rights authorization of, or obligations undernotice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of the Joint Advisor under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Seller or any Affiliate thereof the Joint Advisor is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets its properties or Account Assets may be assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be have a Material Adverse Effect on the Joint Advisor. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by the Joint Advisor, except for any such violationsconsents, conflictsapprovals, breachesfilings or registrations that the failure to obtain or make would not, defaults individually or loss of benefits which would not in the aggregate, reasonably be expected to be material to the ongoing custody and administration of the AccountsJoint Advisor.

Authority; No Violation. (a) Seller Xxxxx has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerBuyer. No other limited liability company corporate proceeding on the part of Seller Buyer or its controlled Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, Xxxxx and, assuming due authorization, execution and delivery by BuyerSeller or an Affiliate thereof, as applicable, this Agreement constitute a valid and binding obligation of Seller and its Affiliates, as applicableBuyer, enforceable against Seller and its Affiliates, as applicable, Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesXxxxx, nor the consummation by Seller or its Affiliates Buyer of the Transactions nor compliance by Seller or its Affiliates Buyer with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Buyer or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets properties or assets of Buyer under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof Buyer is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets it or Account Assets any of its properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to have, individually or in the ongoing custody and administration of the Accountsaggregate, a Buyer Material Adverse Effect.

Authority; No Violation. (a) Seller Each of Purchaser and Purchaser II has all requisite limited liability company full corporate or similar power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly approved and adopted - 42 - by all necessary limited liability company action on the part each of SellerPurchaser and Purchaser II. No other limited liability company proceeding on corporate or shareholder authorization or consent is required in connection with the part execution, delivery or performance by Purchaser and Purchaser II of Seller or its Affiliates is necessary to approve this Agreement or to consummate any of the TransactionsAncillary Agreements. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, Purchaser II and (assuming due authorization, execution and delivery by BuyerSellers), this Agreement constitute constitutes a valid and binding obligation of Seller each of Purchaser and its Affiliates, as applicablePurchaser II, enforceable against Seller Purchaser and its Affiliates, as applicable, Purchaser II in accordance with its terms. Assuming due authorization, except as such enforcement may be limited execution and delivery by (i) Sellers, each of the effect Ancillary Agreements, when executed and delivered, will constitute, a valid and binding obligation of bankruptcyPurchaser and Purchaser II, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium enforceable against Purchaser and Purchaser II or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered their Affiliates parties thereto in a Proceeding in equity or at lawaccordance with its terms. (b) Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by Seller or its AffiliatesPurchaser and Purchaser II, nor the consummation by Seller or its Affiliates Purchaser and Purchaser II of the Transactions transactions contemplated hereby or thereby, nor compliance by Seller or its Affiliates Purchaser and Purchaser II with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization bylaws or other charter documents of Seller Purchaser or its Affiliates, Purchaser II or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law Laws and Regulations applicable to Purchaser or Purchaser II or any of their Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or Purchaser II or any of their Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser and Purchaser II or any Affiliate thereof of their Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of its properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountsa Purchaser Material Adverse Effect.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby (including the Offer and the Merger). The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Parent and Merger Sub, and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the sole stockholder of Merger Sub. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates is Merger Sub, are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby (including the Offer and the Merger). This Agreement has been duly and validly executed and delivered by Seller each of Parent and its Affiliates, as applicable, and, Merger Sub and (assuming the due authorization, execution and delivery by Buyer, this Agreement constitute a the Company) constitutes the valid and binding obligation of Seller each of Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller each of Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganizationmoratorium, receivership, conservatorship, arrangement, moratorium reorganization or other laws similar Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a Proceeding in equity or at law). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, Parent and Merger Sub nor the consummation by Seller or its Affiliates Parent and Merger Sub of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or will transactions contemplated hereby will: (i) violate any provision of the Parent Certificate, the Parent Bylaws or the certificate of organization, operating agreement, incorporation or similar organization bylaws or other organizational or constitutive documents or governing instruments of Seller or its Affiliates, Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.04 are duly obtained, obtained and/or made: (A) violate any Applicable Law applicable to Parent, Merger Sub or any of their respective properties or assets, (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any person under, result in the termination of or a right of termination or cancellation under or in any payment conditionedunder, in whole or in part, on consummation the acceleration of the Transactions, accelerate the performance required by or rights or obligations underby, or other adverse change of any right or obligation under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of Parent or any of the Acquired Assets under any of the termsits Subsidiaries, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assetsexcept, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this the foregoing clause (ii)(B)ii) for such violationsonly, conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to be material to have, individually or in the ongoing custody and administration aggregate, a Material Adverse Effect on Parent. Table of Contents (c) No vote of the Accountsholders of outstanding securities of Parent is required by the Parent Certificate, Parent Bylaws, by Law or otherwise to approve and adopt this Agreement or to consummate the Merger or the other transactions contemplated hereby.

Authority; No Violation. (a) Seller The Company has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Mergers have been duly duly, validly and validly unanimously approved by all necessary limited liability company action the Board of Directors of the Company. Except for the approval of this Agreement by the sole stockholder of the Company contemplated by Section 7.17, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Company are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller the Company and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by BuyerParent, this Agreement constitute Merger Sub I and Merger Sub II) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablethe Company, enforceable against Seller and its Affiliates, as applicable, the Company in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exceptions). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatesthe Company, nor the consummation by Seller or its Affiliates the Company of the Transactions transactions contemplated hereby (including the Mergers), nor compliance by Seller or its Affiliates the Company with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Organizational Documents of organization, operating agreement, the Company or similar organization documents of Seller or its Affiliates, any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.3 5.4 are duly obtained, (Ax) violate in any Applicable Law material respect any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any Company Subsidiary or any of their respective properties or assets or (By) with or without consent, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller the Company or any Affiliate thereof Company Subsidiary is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii)(B)y) above) for such violations, conflicts, breaches, defaults losses of benefits, defaults, terminations or loss rights of benefits which termination or cancellation, acceleration rights, or Liens that, either individually or in the aggregate, would not reasonably be expected to be material to have a Material Adverse Effect on the ongoing custody and administration of the AccountsCompany.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The Each of Parent and Merger Sub has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under this Agreement and the consummation (B) subject only to receipt of the Transactions have been duly consents and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or approvals identified in Section 3.3, to consummate the TransactionsMerger and the other transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Seller Parent and its Affiliates, as applicable, and, assuming Merger Sub. Assuming due authorization, execution and delivery by Buyerthe Company, this Agreement constitute a constitutes the valid and binding obligation obligations of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesParent nor Merger Sub, nor the consummation by Seller Parent or its Affiliates Merger Sub of the Transactions Merger and the other transactions contemplated hereby, nor compliance by Seller Parent or its Affiliates Merger Sub with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate Certificates of organization, operating agreement, Incorporation or similar organization Bylaws or other charter or organizational documents of Seller Parent or its Affiliates, Merger Sub or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Parent or any of its Subsidiaries, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Parent or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) (y) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountsconstitute a Parent Material Adverse Effect.

Authority; No Violation. (a) Each Seller has all requisite limited liability company power and authority (i) to enter into this Agreement (subject to receipt of all Regulatory Approvals) (as defined in Section 6.1) and (ii) to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the sale by Sellers of the Shares have been duly and validly authorized by each Seller. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Mackinac, each constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. None of (i) the execution and delivery of this Agreement, (ii) the consummation of the transactions contemplated hereby or thereby or (iii) compliance by Seller with any of the provisions hereof or thereof does or will violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any Lien upon, any of the Shares pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Seller is a party, or by which any of its respective properties or assets may be bound or affected, or subject to receipt of all Regulatory Approvals, violate any order, writ, injunction, decree, judgment, governmental permit, license, statute, rule or regulation applicable to Seller. (b) Niagara has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby, including the Acquisition, have been duly duly, validly and validly unanimously approved by all necessary limited liability company action on the part board of Seller. No other limited liability company proceeding on the part directors of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsNiagara. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Niagara. Assuming due authorization, execution and delivery by BuyerMackinac, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableNiagara, enforceable against Seller and its Affiliates, as applicable, Niagara in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (bc) Neither the execution and delivery of this Agreement by Seller or its Affiliates, Niagara nor the consummation by Seller or its Affiliates Niagara of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Niagara with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Niagara Articles of organization, operating agreement, Incorporation or similar organization documents of Seller or its Affiliates, Niagara Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.3 3.5 are duly obtainedobtained and/or made, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Niagara or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on a change of control of Niagara or approval or consummation of transactions of the Transactionstype contemplated hereby, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Niagara or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which Seller Niagara or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (except, in the case of this clause (ii)(B)ii) above, for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to to, individually or in the ongoing custody and administration of the Accountsaggregate, have a Material Adverse Effect.

Authority; No Violation. (a) Seller Each of Parent and Sub has all requisite limited liability company full corporate ----------------------- power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved authorized by all necessary limited liability company action the Board of Directors of each of Parent and Sub and by Parent in its capacity as sole stockholder of Sub. No other corporate proceedings on the part of Seller. No Parent or Sub and no other limited liability company proceeding votes or consents of any holders of Parent securities are necessary on the part of Seller Parent or its Affiliates is necessary Sub to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller each of Parent and its Affiliates, as applicable, and, Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a Company) constitutes valid and binding obligation obligations of Seller Parent and its Affiliates, as applicableSub, enforceable against Seller and its Affiliates, as applicable, each of them in accordance with its their respective terms, except as such enforcement may be limited by (i) subject to the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar laws affecting or relating to the or affecting creditors' rights of creditors generally or (ii) the rules governing the availability of specific performancegenerally, injunctive relief or other equitable remedies and general equitable principles of equity, regardless of (whether considered in a Proceeding proceeding in equity or at law). (b) Neither the execution and delivery of this Agreement by Seller Parent or its Affiliates, Sub nor the consummation by Seller Parent or its Affiliates Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Parent or its Affiliates Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organizationincorporation or bylaws of Parent or Sub, operating agreement, or similar organization documents of Seller or its Affiliatesas applicable, or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or (B) injunction applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement, contract, or other instrument or obligation to which Seller Parent or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breachesbreaches or defaults which, defaults either individually or loss of benefits which would in the aggregate, could not reasonably be expected to be result in a material adverse effect on the ability of Parent or Sub to perform its obligations under and to consummate the ongoing custody and administration of the Accountstransactions contemplated by this Agreement on a timely basis.

Authority; No Violation. (a) Seller has all Each of Acquiror and Merger Sub have the requisite limited liability company corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the Transactions other Transaction Documents have been duly and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly authorized, executed and delivered by Seller each of Acquiror and its AffiliatesMerger Sub, as applicable, andand are the legal, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a valid and binding obligation of Seller each of Acquiror and its Affiliates, as applicable, Merger Sub enforceable against Seller each of Acquiror and its Affiliates, as applicable, Merger Sub in accordance with its their terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangementfraudulent conveyance, moratorium or other laws affecting or relating the enforcement of creditors’ rights in general, and except that the enforceability of this Agreement is subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law). (b) Neither the execution and execution, delivery or performance of this Agreement by Seller or its Affiliates, each of Acquiror and Merger Sub nor the consummation by Seller or its Affiliates each of Acquiror and Merger Sub of the Transactions transactions contemplated hereby to be performed by each of Acquiror and Merger Sub, nor the compliance by Seller or its Affiliates each of Acquiror and Merger Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision Applicable Law with respect to Acquiror or Merger Sub or any of the certificate of organizationtheir respective properties or assets, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of acceleration of, or a right of termination or cancellation under or create in any payment conditionedPerson the right to accelerate any note, in whole bond, mortgage, indenture, deed of trust, license, lease, agreement or in part, on consummation of the Transactions, accelerate the performance required by other instrument or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract obligation to which Seller Acquiror or any Affiliate thereof Merger Sub is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets Acquiror or Account Assets Merger Sub or any of their respective properties or assets may be bound or affected, except or (iii) result in the case creation or imposition of any Encumbrance upon the properties or assets of Acquiror or Merger Sub. (c) Except (i) as may be required pursuant to applicable Antitrust Laws or (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, approval, or consent of, and no registration or filing with, any Governmental Authority or any other Person is required to be made or obtained by either Acquiror or Merger Sub in connection with the execution, delivery, and performance of this clause (ii)(B)) for such violations, conflicts, breaches, defaults Agreement or loss the other Transaction Documents by each of benefits which would not reasonably be expected to be material to the ongoing custody Acquiror and administration of the AccountsMerger Sub.

Authority; No Violation. (a) Seller Each of Parent and Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved authorized by all necessary limited liability company action the Board of Directors of each of Parent and Sub and by Parent in its capacity as sole stockholder of Sub. No other corporate proceedings on the part of Seller. No Parent or Sub and no other limited liability company proceeding votes or consents of any holders of Parent securities are necessary on the part of Seller Parent or its Affiliates is necessary Sub to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller each of Parent and its Affiliates, as applicable, and, Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute Company) constitutes a valid and binding obligation of Seller Parent and its Affiliates, as applicableSub, enforceable against Seller and its Affiliates, as applicable, each of them in accordance with its respective terms, except as such enforcement may be limited by (i) subject to the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar laws affecting or relating to the or affecting creditors' rights of creditors generally or (ii) the rules governing the availability of specific performancegenerally, injunctive relief or other equitable remedies and general equitable principles of equity, regardless of (whether considered in a Proceeding proceeding in equity or at law). (b) Neither None of the execution and delivery of this Agreement by Seller Parent or its AffiliatesSub, nor or the consummation by Seller Parent or its Affiliates Sub of the Transactions nor transactions contemplated hereby, or compliance by Seller Parent or its Affiliates Sub with any of the terms or provisions hereof does or will (i) violate any provision of the certificate Certificate of organizationIncorporation or Bylaws of Parent or Sub, operating agreement, or similar organization documents of Seller or its Affiliatesas applicable, or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, permit, concession, franchise, license, lease, agreement, contract, or other instrument or obligation to which Seller Parent or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except with respect to either (in the case of this clause A) or (ii)(BB)) for such violations, conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Parent Material Adverse Effect.

Authority; No Violation. (a) Seller Such Advisor has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the TransactionsAgreement. The execution and delivery of this Agreement and the consummation of the Transactions have has been duly and validly approved by all necessary limited liability company action on the part managers of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactionssuch Advisor. This Agreement has been duly and validly executed and delivered by Seller such Advisor and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyerthe other Advisor, this Agreement constitute a CSL III, CSL and Merger Sub) constitutes the valid and binding obligation of Seller and its Affiliates, as applicablesuch Advisor, enforceable against Seller and its Affiliates, as applicable, such Advisor in accordance with its terms, terms (except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exception). (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatessuch Advisor, nor the consummation by Seller or its Affiliates of the Transactions Transactions, nor compliance performance of this Agreement by Seller or its Affiliates with any of the terms or provisions hereof does or such Advisor, will (i) violate any provision of the certificate of organization, operating agreement, formation of such Advisor or similar organization documents the limited liability company agreement of Seller or its Affiliates, such Advisor or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or Order applicable to such Advisor or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, require the consent, approval or rights authorization of, or obligations undernotice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of such Advisor under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Seller or any Affiliate thereof such Advisor is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets its properties or Account Assets may be assets is bound or affectedexcept, except (in the case of this with respect to clause (ii)(B)) for , any such violationsviolation, conflictsconflict, breachesbreach, defaults loss, default, termination, cancellation, acceleration, consent, approval or loss of benefits which creation that would not not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to CSL or CSL III. (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Advisor, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Advisor from timely performing its material obligations under this Agreement or have a Material Adverse Effect with respect to the ongoing custody and administration of the Accountssuch Advisor.

Authority; No Violation. (a) Seller Company has all requisite limited liability company full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerCompany. No other limited liability company proceeding corporate proceedings on the part of Seller or its Affiliates is Company are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Company. Assuming due authorization, execution and delivery by BuyerBuyer and each Seller, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableCompany, enforceable against Seller and its Affiliates, as applicable, Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws Laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, Company nor the consummation by Seller or its Affiliates Company of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Company with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Company Articles of organization, operating agreement, Incorporation or similar organization documents of Seller or its Affiliates, Company Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.3 2.4 are duly obtainedobtained and/or made, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the Transactionstype contemplated hereby, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which Seller Company or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (except, in the case of this clause (ii)(B)ii) above, for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to to, individually or in the ongoing custody and administration of the Accountsaggregate, have a Material Adverse Effect.

Authority; No Violation. (a) Seller Chevron has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and the Amended LLC Agreement and to consummate the Transactionstransactions contemplated by this Agreement and the Amended LLC Agreement. The execution and delivery of this Agreement and the Amended LLC Agreement and the consummation of the Transactions transactions contemplated by this Agreement and the Amended LLC Agreement have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerChevron. No other limited liability company proceeding corporate proceedings on the part of Seller Chevron or any of its Affiliates is are necessary to approve this Agreement or the Amended LLC Agreement or to consummate the Transactionstransactions contemplated by this Agreement or the Amended LLC Agreement. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicableChevron, and, assuming due authorization, execution and delivery by BuyerPhilxxxx xxx the Company, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableChevron, enforceable against Seller and its Affiliates, as applicable, Chevron in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither Chevron has full corporate power, right and authority to transfer and convey, or cause to be transferred and conveyed, to the execution Company at the Closing, C Chem. (c) The execution, delivery and delivery performance of this Agreement and the Amended LLC Agreement by Seller or its AffiliatesChevron do not, nor and the consummation by Seller or its Affiliates Chevron of the Transactions nor compliance transactions contemplated by Seller or its Affiliates with any of this Agreement and the terms or provisions hereof does or Amended LLC Agreement will not, constitute (i) violate any provision of a breach or violation of, or a default under, the certificate of organizationincorporation or by-laws of Chevron, operating agreement(ii) constitute a breach or violation of, or similar organization documents a default under, or give rise to any Lien, any buy-out right, any right of Seller first offer or refusal, any acceleration of remedies, or any right of termination under or trigger any "change of control" rights or remedies under, any indenture, license, contract, agreement or other instrument to which Chevron is a party or by which any of its Affiliatesproperties or assets may be bound, or (iiiii) assuming that compliance with the consents and approvals referred to in Section 3.3 are duly obtainedapplicable requirements of the HSR Act, (A) violate any Applicable Law law, rule, regulation, judgment, decree or (B) violate, conflict with, result in a breach of any provision of order applicable to C Chem or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the termsits properties or assets, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assetsexcept, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(Bii) and (iii)) , for such breaches, violations, conflictsdefaults, breachesLiens, defaults accelerations or loss of benefits which rights as would not be reasonably be expected expected, individually or in the aggregate, to be material result in a Material Adverse Effect on C Chem or to adversely affect the ongoing custody and administration ability of Chevron to consummate the Accountstransactions contemplated by this Agreement or the Amended LLC Agreement.

Authority; No Violation. (ai) Seller Each Holdings Entity has all the requisite limited partnership or limited liability company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The This Agreement and the transactions contemplated hereby have been authorized by all necessary (partnership or limited liability company, as applicable) action by such Holdings Entity. This Agreement has been duly executed and delivered by such Holdings Entity and constitutes a valid and binding agreement of such Holdings Entity (assuming the due execution and delivery of this Agreement by, or with respect to, Partners GP), enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)). No other limited liability company or limited partnership votes or approvals on the part of the Holdings Entities are necessary to approve this Agreement and to consummate the transactions contemplated hereby. (ii) Subject to the required filings under federal and state securities laws, assuming the other consents and approvals contemplated by Section 4.2(e) and Article VI are duly obtained, the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly transactions contemplated hereby by such party do not and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement will not (a) constitute a valid and binding obligation of Seller and its Affiliates, as applicable, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium breach or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organization, operating agreementviolation of, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, time or both, would constitute become a default) under, or result in the termination of or in a right of termination or cancellation under of, or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which it or any of its Subsidiaries is a party or by which it or rights any of its Subsidiaries or obligations properties is subject or bound, (b) constitute a breach or violation of, or a default under, the Holdings Partnership Agreement, the Holdings Certificate of Limited Partnership, the Holdings GP LLC Agreement or the Holdings GP Certificate of Formation, (c) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to it or any of its Subsidiaries, (d) result in the creation of any Lien upon on any of its assets or its Subsidiaries’ assets other than in connection with any Indebtedness incurred by Partners GP in connection with the Acquired Assets under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assetstransactions contemplated by this Agreement, or (e) cause the transactions contemplated by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected Agreement to be material subject to the ongoing custody and administration of the AccountsTakeover Laws.

Authority; No Violation. (a) Seller has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action on the part Board of Directors of Seller. No other limited liability company proceeding corporate proceedings (including any approvals of Seller’s stockholders) on the part of Seller or its Affiliates is are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Seller. Assuming due authorization, execution and delivery by BuyerPurchaser, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableSeller, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate certificates of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 3.4 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller or Company or any of their respective Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the Transactionstype contemplated hereby, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Seller or Company or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller or Company or any Affiliate thereof of their respective Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountsresult in a Material Adverse Effect.

Authority; No Violation. (a) Seller Each of Carbon and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval of the Bank Merger Agreement by the board of directors of Carbon Bank. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly approved by all necessary limited liability company action the Board of Directors of Carbon and Merger Sub, as applicable. Carbon, as the sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated by this Agreement. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Carbon or its Affiliates is Merger Sub are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Carbon and its Affiliates, as applicable, and, Merger Sub and (assuming due STRICTLY CONFIDENTIAL EXECUTION authorization, execution and delivery by Buyer, this Agreement constitute Oxygen) constitutes a valid and binding obligation of Seller Carbon and its Affiliates, as applicableMerger Sub, enforceable against Seller Carbon and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exceptions. (b) Neither the execution and delivery of this Agreement by Seller Carbon or its AffiliatesMerger Sub, nor the consummation by Seller Carbon or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Carbon or its Affiliates Merger Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Certificate of organization, operating agreement, Incorporation of Carbon or similar organization documents Bylaws or Merger Sub’s Certificate of Seller Formation or its Affiliates, Limited Liability Company Agreement or (ii) assuming that the consents and approvals referred to in Section 3.3 4.4 are duly obtained, (Ax) violate any Applicable Law applicable to Carbon, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Carbon or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Seller Carbon or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)ii)(y) above) for such violations, conflicts, breachesbreaches or defaults which, defaults either individually or loss of benefits which in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Carbon.

Authority; No Violation. (a) Seller Each of Purchaser and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser and Merger Sub. Purchaser, as Merger Sub’s sole stockholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the adoption and approval of the Bank Merger Agreement by Purchaser Bank and Purchaser as its sole shareholder, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Purchaser or its Affiliates is Merger Sub are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller Purchaser and its Affiliates, as applicableMerger Sub, enforceable against Seller Purchaser and its Affiliates, as applicable, Merger Sub in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect Enforceability Exceptions). The shares of bankruptcyPurchaser Common Stock to be issued in the Merger have been validly authorized, insolvencywhen issued, reorganizationwill be validly issued, receivershipfully paid and nonassessable, conservatorship, arrangement, moratorium and no current or other laws affecting past shareholder of Purchaser will have any preemptive right or relating to the similar rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawrespect thereof. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser and Merger Sub, nor the consummation by Seller Purchaser or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Purchaser or its Affiliates Merger Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Purchaser Articles of organization, operating agreement, Incorporation (“Purchaser Articles”) or similar organization documents of Seller Merger Sub Articles or its Affiliatesthe Purchaser Bylaws (“Purchaser Bylaws”) or Merger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 Sections 3.4 and 4.4 are duly obtainedobtained and/or made, (Ax) violate any Applicable Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations, accelerations or loss of benefits which creations which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Seller Each of Purchaser and Merger Sub has all requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and to consummate the TransactionsMerger and the transactions contemplated hereby and First National has all requisite corporate power and authority to enter into the Bank Merger Agreement and to consummate the Bank Merger and the transactions contemplated thereby. The execution and delivery by Purchaser and Merger Sub of this Agreement Agreement, and the execution and delivery by First National of the Bank Merger Agreement, and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly approved authorized by all necessary limited liability company corporate action on the part of Seller. No other limited liability company proceeding on Purchaser, Merger Sub and First National and this Agreement, and the part of Seller or its Affiliates is necessary to approve this Bank Merger Agreement or to consummate the Transactions. This Agreement has have been duly and validly executed and delivered by Seller Purchaser, Merger Sub, and its AffiliatesFirst National, as applicablerespectively, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a constitutes the valid and binding obligation obligations of Seller Purchaser, Merger Sub and its Affiliates, as applicableFirst National, enforceable against Seller each of Purchaser, Merger Sub and its Affiliates, as applicable, First National in accordance with its terms, their respective terms except as such enforcement enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganizationmoratorium, receivership, conservatorship, arrangement, moratorium or and other similar laws affecting or relating to the creditors' rights of creditors generally or generally, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, equity regardless of whether considered asserted in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery by Purchaser or Merger Sub of this Agreement Agreement, the execution and delivery by Seller or its AffiliatesFirst National of the Bank Merger Agreement, nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated herein and therein, nor compliance by Seller Purchaser, Merger Sub or its Affiliates First National with any of the terms or provisions hereof does or will thereof, will: (i) violate any provision of the certificate of organization, operating agreement, conflict with or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of its Articles of Incorporation or the loss of any benefit under, Charter (as applicable) or Bylaws; (ii) constitute a default (or an event which, with notice or lapse breach of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation a default, or give rise to any rights of any Lien upon any of the Acquired Assets termination, cancellation or acceleration under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, franchise, license, permit, agreement or other instrument or obligation to which Seller Purchaser, Merger Sub or any Affiliate thereof First National is a party relating to the Acquired Assets or Account Assetsparty, or by which Purchaser, Merger Sub or First National or any of their respective properties or assets is bound, if in any such circumstances such event could have a material adverse effect on Purchaser; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser, Merger Sub or First National or any of their respective properties or assets, the Acquired Assets result of which could have a material adverse effect on Purchaser. No consent of, approval of, notice to or Account Assets may be bound filing with any governmental authority having jurisdiction over any aspect of the business or affectedassets of Purchaser, and no consent of, approval of or notice to or filing with any other Person is required in connection with the execution and delivery by Purchaser or Merger Sub of this Agreement, by First National of the Bank Merger Agreement, or the consummation by Purchaser, Merger Sub or First National of the transactions contemplated hereby, except (in for the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the AccountsRegulatory Approvals.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved and adopted by all necessary limited liability company action the Board of Directors of Parent and Merger Sub and approved and adopted by the sole shareholder of Merger Sub and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates is Merger Sub are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller each of Parent and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a Company) constitutes the valid and binding obligation of Seller each of Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller each of Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by terms (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller Parent or its AffiliatesMerger Sub, nor the consummation by Seller Parent or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Parent or its Affiliates Merger Sub with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate Certificate of organization, operating agreement, Incorporation of Parent (the “Parent Certificate”) or similar organization documents the Bylaws of Seller Parent (“Parent Bylaws”) or its Affiliatesthe articles of incorporation or bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.4 are duly obtainedobtained and/or made, (A) violate any Applicable Law Law, judgment, order, injunction or decree applicable to Parent, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets respective properties or assets of Parent or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which Seller Parent or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets any of them or Account Assets may be any of their respective properties or assets is bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller has all requisite limited liability company full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of Seller. No other limited liability company proceeding corporate proceedings (including any approvals of Seller’s stockholders) on the part of Seller or its Affiliates is are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Seller. Assuming due authorization, execution and delivery by BuyerPurchaser, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableSeller, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate certificates of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Articles of Association or bylaws of Seller or (ii) assuming that the Requisite Regulatory Approvals and the consents and approvals referred to in set forth on Section 3.3 of the Disclosure Schedule are duly obtainedobtained and/or made, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller or any of its Subsidiaries or any of its properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller or any Affiliate thereof of its Subsidiaries is a party relating to party, or by which they or any of the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets Assumed Liabilities may be bound or affected, except (in the case of this clause (ii)(B)ii)(x) above) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations, accelerations or loss of benefits which obligations which, either individually or in the aggregate, would not reasonably be expected to be material to likely to, individually or in the ongoing custody and administration of the Accountsaggregate, have a Material Adverse Effect.

Authority; No Violation. (a) Seller Parent has all requisite limited liability company and Merger Sub, when formed, will have full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. transactions contemplated hereby. (b) The execution and delivery of this Agreement by Parent and Merger Sub, when formed, the consummation by Merger Sub of the Merger and the consummation payment of the Transactions Merger Consideration by Parent have been duly and validly approved by all necessary limited liability company action (i) the Board of Directors of Parent for itself and (ii) by the Board of Directors of Parent, in its capacity as the sole shareholder of Merger Sub when formed and will be duly and validly approved by the Board of Directors of Merger Sub, when formed. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates Merger Sub, when formed, is or will be necessary to approve this Agreement or to consummate the Transactions. transactions contemplated by this Agreement. (c) This Agreement has been duly and validly executed and delivered by Seller Parent and its Affiliates, as applicable, will be duly and validly executed and delivered by Merger Sub and, assuming due authorizationsubject to receipt of the required approvals of Regulatory Authorities described in Section 3.3 hereof and the formation of Merger Sub, execution constitutes and delivery by Buyer, this Agreement will constitute a the valid and binding obligation of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other insolvency and similar laws affecting or relating creditors' rights generally and subject, as to the rights of creditors generally or (ii) the rules governing the availability of specific performanceenforceability, injunctive relief or other equitable remedies and to general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (bi) Neither the The execution and delivery of this Agreement by Seller or its AffiliatesParent and Merger Sub, nor when formed, (ii) the consummation by Seller or its Affiliates of the Transactions nor Merger, subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.3 hereof, and (iii) compliance by Seller or its Affiliates Parent and Merger Sub, when formed, with any of the terms or provisions hereof does hereof, do not and will not: (A) conflict with or will (i) violate result in a breach of any provision of the certificate articles of organization, operating agreement, association or similar organization documents bylaws of Seller Parent or its Affiliates, or Merger Sub; (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (AB) violate any Applicable Law statute, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or Merger Sub or any of their properties or assets; or (BC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or cancellation under acceleration or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets under properties or assets of Parent or Merger Sub under, any of the terms, terms or conditions or provisions of any Contract note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which Seller Parent or any Affiliate thereof Merger Sub is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets any of them or Account Assets may be bound any of their properties or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accountsassets are bound.

Authority; No Violation. (ai) Seller BancWest has all requisite limited liability company corporate power and authority to execute and deliver enter into this Agreement and, subject to the filing of the Certificate of Merger and the Agreement of Merger, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved authorized by all necessary limited liability company corporate action on the part of SellerBancWest, including the approval thereof by the sole common shareholder of BancWest, other than the BancWest Preferred Stock Approval which will be obtained prior to the Closing. No other limited liability company proceeding on BancWest has taken all necessary corporate action so that the part provisions of Seller or its Affiliates is necessary Section 1203 of the California Corporations Code do not and will not apply to approve the execution and delivery of this Agreement or to consummate and the Transactionsconsummation of the transactions contemplated thereby. The approval of this 15 7 Agreement and the consummation of the transactions contemplated hereby require the affirmative vote of the holders of a majority of the outstanding shares of BancWest Preferred Stock (the "BancWest Preferred Stock Approval"), voting separately as a class. This Agreement has been duly and validly executed and delivered by Seller BancWest and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a FHI) constitutes the valid and binding obligation of Seller and its Affiliates, as applicableBancWest, enforceable against Seller and its Affiliates, as applicable, it in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or . (ii) Except as set forth in Section 3.1(c) of the rules governing the availability of specific performanceBancWest Disclosure Schedule, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery by BancWest of this Agreement by Seller or its Affiliatesdoes not, nor and the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or transactions contemplated hereby will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violatenot, conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or in any payment conditioned, in whole or in part, on consummation the loss of the Transactions, accelerate the performance required by or rights or obligations a material benefit under, or result in the creation of a lien, pledge, security interest, charge or other encumbrance on any Lien upon assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to, (x) any provision of the Acquired Assets under any articles of the terms, conditions incorporation or provisions by-laws or comparable organizational documents of any Contract to which Seller BancWest or any Affiliate thereof is a party relating to the Acquired Assets or Account AssetsSubsidiary of BancWest, or by (y) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, indenture, lease, BancWest Benefit Plan (as defined in Section 3.1(j)) or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BancWest or any Subsidiary of BancWest or its properties or assets, which the Acquired Assets or Account Assets may be bound or affectedViolation, except (in the case of this clause (ii)(By), individually or in the aggregate, would have a material adverse effect on BancWest or on the ability of BancWest to perform its obligations hereunder on a timely basis. (iii) for such violationsNo consent, conflictsapproval, breachesorder or authorization of, defaults or loss registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to BNP, BancWest or any of benefits their respective Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by BancWest of the transactions contemplated hereby, the failure to make or obtain which would not reasonably be expected have a material adverse effect on BancWest or on the ability of BancWest to perform its obligations hereunder on a timely basis, or on FHI's ability to own, possess or exercise the rights of an owner with respect to the business and assets of BancWest and its Subsidiaries, except for (A) the filing of applications and notices with the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the BHC Act and the Federal Reserve Act (the "FRA") and approval of same, (B) the filing by FHI with the SEC of a proxy statement in definitive form relating to the meeting of FHI's stockholders to be material held to approve and adopt this Agreement and the transactions contemplated hereby (the "Proxy Statement"), (C) the filing of applications with the California State Banking Department, and Hawaii and Oregon banking authorities, and such other applications, filings, authorizations, orders and approvals as may be required under the banking laws of other states or jurisdictions, and approval thereof (collectively, the "State 16 8 Banking Approvals") and pursuant to any applicable state takeover laws ("State Takeover Approvals"), (D) notification of the proposed issuance of the shares of FHI Class A Common Stock to the ongoing custody and administration Nasdaq National Market pursuant to Schedule D to the By-Laws of the AccountsNational Association of Securities Dealers, Inc. (the "NASD"), (E) notices under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (F) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger and with the Secretary of State of the State of California of the Agreement of Merger.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, except where the failure to have such power or authority would not reasonably be expected to result in a Parent Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby, including the Offer and the Merger, have been duly and validly approved by all necessary limited liability company action the Board of Directors of Parent ("Parent Board") and Merger Sub and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates is Merger Sub are necessary to approve this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exceptions. (b) Neither the execution and delivery of this Agreement by Seller Parent or its AffiliatesMerger Sub, nor the consummation by Seller Parent or its Affiliates Merger Sub of the Transactions nor compliance by Seller or its Affiliates with any of transactions contemplated hereby, including the terms or provisions hereof does or Offer and the Merger will (i) violate any provision of the certificate of organization, operating agreement, or similar organization charter documents of Seller Parent or its Affiliates, Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 6.3 are duly obtainedobtained or made, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent, Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent, Merger Sub or any Affiliate thereof of their respective Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or loss of benefits other events which either individually or in the aggregate would not reasonably be expected to be material to the ongoing custody and administration of the Accountsresult in a Parent Material Adverse Effect.

Authority; No Violation. (a) Seller Subject to the approval of this Agreement and the Agreement of Merger and the transactions contemplated hereby and thereby by the stockholders of WSB, WSB has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and the Agreement of Merger and to consummate the Transactionstransactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Agreement of Merger and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of WSB. Except for the approval of WSB's stockholders of this Agreement and the Agreement of Merger, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is WSB are necessary to approve this Agreement or to consummate the Transactionstransactions so contemplated. This Agreement has and the Agreement of Merger have been duly and validly executed and delivered by Seller WSB and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a valid and binding obligation obligations of Seller and its Affiliates, as applicableWSB, enforceable against Seller and its Affiliates, as applicable, it in accordance with its and subject to their terms, except as such enforcement may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the creditors' rights of creditors generally or (ii) the rules governing generally, and except that the availability of equitable remedies (including, without limitation, specific performance, injunctive relief or other equitable remedies and general principles ) is within the discretion of equity, regardless of whether considered in a Proceeding in equity or at lawthe appropriate court. (b) Neither None of the execution and delivery of this Agreement and the Agreement of Merger by Seller or its AffiliatesWSB, nor the consummation by Seller or its Affiliates WSB of the Transactions nor transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, or compliance by Seller or its Affiliates WSB with any of the terms or provisions hereof does or thereof, will (i) violate any provision of the certificate Articles of organizationIncorporation or other governing instrument or Bylaws of WSB or any of the WSB Subsidiaries, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 set forth below are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to WSB or any of the WSB Subsidiaries or any of their respective properties or assets, or (Biii) except as disclosed in WSB Disclosure Schedule 2.03(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsof, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets respective properties or assets of WSB or any of the WSB Subsidiaries under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller WSB or any Affiliate thereof of the WSB Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets any of their respective properties or Account Assets assets may be bound or affected, except except, with respect to (ii) and (iii) above, such as individually or in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of WSB and the WSB Subsidiaries taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in WSB Disclosure Schedule 2.03(b) and for consents and approvals of or filings or registrations with or notices to the Securities and Exchange Commission ("Commission"), the Secretary of State of the Commonwealth of Pennsylvania, the Office of Thrift Supervision ("OTS") and the stockholders of WSB, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non-governmental third party are required on behalf of WSB in connection with (a) the execution and delivery of this clause Agreement and the Agreement of Merger by WSB and (ii)(B)b) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration consummation by WSB of the AccountsMerger and the other transactions contemplated hereby and by the Agreement of Merger.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser. No other corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Purchaser. Assuming due authorization, execution and delivery by BuyerSeller, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Purchaser or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountsresult in a Purchaser Material Adverse Effect.

Authority; No Violation. (a) Seller The Company has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the requisite vote of holders of Company Common Shares and the filing and recordation of appropriate merger documents under applicable law, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action and no other corporate proceedings on the part of Seller. No the Company (other limited liability company proceeding on than the part Company Stockholder Approval (as defined below) and the filing and recordation of Seller or its Affiliates is appropriate merger documents as required by the DGCL and the DLLCA) are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller the Company and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by BuyerParent and Merger Sub) constitutes a legal, this Agreement constitute a valid and binding obligation of Seller and its Affiliates, as applicablethe Company, enforceable against Seller and its Affiliates, as applicable, the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliatesthe Company, nor the consummation by Seller or its Affiliates the Company of the Transactions Merger, nor compliance by Seller or its Affiliates the Company with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Certificate of organizationIncorporation, operating agreement, By-laws or similar organization other organizational documents of Seller the Company or any of its Affiliates, Subsidiaries or (ii) assuming that the consents and approvals and waiting periods referred to in Section 3.3 3.04 are duly obtainedobtained or satisfied, (A) violate any Applicable Law statute (including Section 203 of the DGCL), code, ordinance, rule, regulation, judgment, order, writ, decree or (B) injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien (or have any of such results or effects, upon notice or lapse of time, or both) upon any of the Acquired Assets under respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, permit, concession, franchise, or other instrument, ("Contract") to which Seller the Company or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except . (in c) The only vote of holders of any class or series of the case Company's capital stock necessary to adopt this Agreement and the Merger is the adoption of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss Agreement by the holders of benefits which would not reasonably be expected to be material to the ongoing custody and administration a majority of the Accountsoutstanding Company Common Shares, voting together as a single class (the "Company Stockholder Approval").

Authority; No Violation. (a) Seller Such Party has all requisite limited liability company the corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by such Party of this Agreement and the consummation by such Party of the Transactions have been duly and validly approved by all necessary limited liability company action transactions contemplated hereby are within such Party’s corporate powers, and, except for such Party’s Shareholder Approval, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is such Party are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming such Party. Assuming due authorization, execution and delivery by Buyerall other Parties, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablesuch Party, enforceable against Seller and its Affiliates, as applicable, such Party in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, such Party nor the consummation by Seller or its Affiliates such Party of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates such Party with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate articles of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, or such Party; (ii) assuming that the consents and approvals referred to in Section 3.3 Requisite Regulatory Approvals are duly obtainedobtained and/or made, (A) violate any Applicable statute, code, ordinance, rule, regulation, judgment, order, writ, decree, injunction or other Law applicable to such Party or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of such Party or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller such Party or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (except, in the case of this clause (ii)(B)ii) for such violationsabove, conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to be material to the ongoing custody such Party and administration of the Accounts.its Subsidiaries taken as a whole.‌‌

Authority; No Violation. (a) Seller has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company corporate action on the part of Seller. No other limited liability company corporate proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has have been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a valid and binding obligation of Seller and its Affiliates, as applicable, enforceable against Seller and its Affiliates, as applicable, Affiliates in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organizationincorporation, operating agreementbylaws, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Parent has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the TransactionsMerger and the other transactions contemplated hereby. Merger Sub has full limited liability company power and authority to enter into and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby. (b) The consummation of the Merger and the other transactions contemplated hereby has been duly and validly approved by a duly authorized committee of the Board of Directors of Parent, and by the holder of all of the outstanding Merger Sub Units. No other corporate proceedings on the part of Parent and no vote of Parent's stockholders are necessary to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by Parent and the consummation of the Transactions have Merger Sub has been duly and validly authorized in accordance with applicable law and duly and validly approved by all necessary limited liability company action and no other proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates is Merger Sub are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (bd) Neither the execution and delivery of this Agreement by Seller Parent or its AffiliatesMerger Sub, nor the consummation by Seller Parent or its Affiliates Merger Sub of the Transactions Merger, nor compliance by Seller Parent or its Affiliates Merger Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision applicable law or the memorandum and articles of the association, certificate of organizationincorporation, operating agreement, bylaws or similar organization other organizational documents of Seller Parent or its AffiliatesMerger Sub, as applicable, or (ii) assuming that the consents and approvals and waiting periods referred to in Section 3.3 4.03 are duly obtainedobtained or satisfied, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or (B) injunction applicable to Parent, Merger Sub or any of their respective Subsidiaries or any of their 19 25 respective properties or assets, or violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien (or have any of such results upon notice, or lapse of time or both) upon any of the Acquired Assets under respective properties or assets of Parent, Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Seller Parent, Merger Sub or any Affiliate thereof of their respective Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Buyer has all requisite limited liability company corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerBuyer. No other limited liability company corporate proceeding on the part of Seller Buyer or its controlled Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has have been duly and validly executed and delivered by Seller and its Affiliates, as applicable, Buyer and, assuming due authorization, execution and delivery by BuyerSeller or an Affiliate thereof, as applicable, this Agreement constitute a valid and binding obligation of Seller and its Affiliates, as applicableBuyer, enforceable against Seller and its Affiliates, as applicable, Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesBuyer, nor the consummation by Seller or its Affiliates Buyer of the Transactions nor compliance by Seller or its Affiliates Buyer with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Buyer or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets properties or assets of Buyer under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof Buyer is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets it or Account Assets any of its properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to have, individually or in the ongoing custody and administration of the Accountsaggregate, a Buyer Material Adverse Effect.

Authority; No Violation. (a) Seller Ameris has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. As of the date of this Agreement, the Board of Directors of Ameris has determined that this Agreement is advisable and in the best interests of Ameris and its shareholders. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all the Board of Directors of Ameris, and no other corporate action is necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsAmeris. This Agreement has been duly and validly executed and delivered by Seller Ameris and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute a Prosperity) constitutes the valid and binding obligation of Seller and its Affiliates, as applicableAmeris, enforceable against Seller and its Affiliates, as applicable, Ameris in accordance with its terms, except as such enforcement may be limited by terms (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller Ameris or its Affiliatesthe Bank Merger Agreement by Ameris Bank, nor the consummation by Seller or its Affiliates Ameris of the Transactions transactions contemplated in this Agreement or by Ameris Bank of the transactions in the Bank Merger Agreement, nor compliance by Seller Ameris or its Affiliates Ameris Bank with any of the terms or provisions hereof does of this Agreement or the Bank Merger Agreement, will (i) violate any provision of the certificate of organization, operating agreement, Ameris Charter or similar organization the Ameris Bylaws or the organizational documents of Seller or its AffiliatesAmeris Bank, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.4 are duly obtainedobtained or made, (A) violate any Applicable Law law, judgment, order, injunction or decree applicable to Ameris, any of its Subsidiaries or any of their respective properties or assets in a manner that could be reasonably expected to have a Material Adverse Effect on Ameris, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Ameris or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Ameris or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets any of them or Account Assets may be bound any of their respective properties or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accountsassets is bound.

Authority; No Violation. (a) Seller Each of Parent and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution execution, delivery and delivery performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Parent or its Affiliates is Merger Sub are necessary to approve authorize the execution, delivery and performance of this Agreement or to consummate the Transactionstransactions contemplated hereby (other than the filing with the Secretary of State of the State of Florida of the Articles of Merger as required by the FBCA). This Agreement has been duly and validly executed and delivered by Seller each of Parent and its Affiliates, as applicable, Merger Sub and, assuming due authorization, execution and delivery by BuyerCompany, this Agreement constitute constitutes a legal, valid and binding obligation of Seller each of Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller each of Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by terms (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEquity Exception). (b) Neither the execution and delivery of this Agreement by Seller Parent or its AffiliatesMerger Sub, nor the consummation by Seller Parent or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Parent or its Affiliates Merger Sub with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller Parent or its Affiliatesthe articles of incorporation or bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 4.3 are duly obtainedobtained and/or made, (A) violate any Applicable Law law, judgment, order, injunction or decree applicable to Parent, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets any of them or Account Assets may be bound any of their respective properties or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accountsassets is bound.

Authority; No Violation. (ai) Seller Each of Parent and Merger Sub has all requisite limited liability company corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject to the receipt of the Parent Required Vote, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the performance by Parent and Merger Sub of their obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Parent (in the case of Parent) and validly approved by the Board of Directors of Merger Sub and the sole stockholder of Merger Sub (in the case of Merger Sub) and all other necessary limited liability company corporate action on the part of Seller. No Parent and Merger Sub, other limited liability company proceeding than the receipt of the Parent Required Vote and the filing of the Articles of Merger with the SDAT, and no other corporate proceedings on the part of Seller Parent or its Affiliates is Merger Sub are necessary to approve authorize this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and its AffiliatesMerger Sub and constitutes, as applicable, and, assuming due authorization, subject to the execution and delivery by Buyerthe Company, this Agreement constitute a valid and binding obligation of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or applicable Bankruptcy and Equitable Exceptions. (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the The execution and delivery by Parent and Merger Sub of this Agreement does not, and, except as described in Section 3.2(c)(iii) of the Parent Disclosure Letter, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or Parent and Merger Sub will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, not (A) violate any Applicable Law conflict with or (B) violate, conflict with, result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation to the loss of a benefit under any Contract, permit, concession, franchise or in right binding upon Parent or any payment conditioned, in whole or in part, on consummation Subsidiary of the Transactions, accelerate the performance required by or rights or obligations under, Parent or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Parent or any Subsidiary of Parent, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of Parent or any Subsidiary of Parent or (C) conflict with or result in any violation of any Laws applicable to Parent or any Subsidiary of Parent or any of the termstheir respective properties or assets, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (other than in the case of this clause clauses (ii)(BA), (B) for such violations(with respect to Subsidiaries of Parent other than the Parent Operating Partnership) and (C), conflicts, breaches, defaults or loss of benefits which as has not had and would not reasonably be expected to be material have, individually or in the aggregate, a Parent Material Adverse Effect, or prevent or materially impede, hinder or delay consummation by Parent or Merger Sub of the Merger. (iii) Except for (A) the applicable requirements, if any, of Blue Sky Laws, (B) required filings or approvals under the Exchange Act and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE and (D) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the ongoing custody MGCL, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and administration delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Accountstransactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Seller Each of Purchaser and Merger Sub has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by all necessary limited liability company action the Board of Directors of Purchaser and Merger Sub. Purchaser, as Merger Sub's sole stockholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the adoption and approval of the Bank Merger Agreement by Purchaser Bank and Purchaser as its sole shareholder, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Purchaser or its Affiliates is Merger Sub are necessary to approve this Agreement or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Purchaser and its Affiliates, as applicable, and, Merger Sub and (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller Purchaser and its Affiliates, as applicableMerger Sub, enforceable against Seller Purchaser and its Affiliates, as applicable, Merger Sub in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect Enforceability Exceptions). The shares of bankruptcyPurchaser Common Stock to be issued in the Merger have been validly authorized, insolvencywhen issued, reorganizationwill be validly issued, receivershipfully paid and nonassessable, conservatorship, arrangement, moratorium and no current or other laws affecting past shareholder of Purchaser will have any preemptive right or relating to the similar rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawrespect thereof. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser and Merger Sub, nor the consummation by Seller Purchaser or its Affiliates Merger Sub of the Transactions transactions contemplated hereby, nor compliance by Seller Purchaser or its Affiliates Merger Sub with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate Purchaser Articles of organization, operating agreement, Incorporation ("Purchaser Articles") or similar organization documents of Seller Merger Sub Articles or its Affiliatesthe Purchaser Bylaws ("Purchaser Bylaws") or Merger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3 Sections 3.4 and 4.4 are duly obtainedobtained and/or made, (Ax) violate any Applicable Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affectedbound, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations, accelerations or loss of benefits which creations which, either individually or in the aggregate, would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Seller Except for any applicable State Blue Sky requirements and the filings of the Merger documents as required by the GBCC and the DGCL (the "Parent Approvals"), no Authorization of any Governmental Authority is necessary on behalf of Parent in connection with the execution and delivery by Parent of this Agreement and the consummation by Parent of the Merger and the other transactions contemplated by this Agreement. Subject to receipt of the Parent Approvals, Parent has all requisite limited liability company the full corporate power and authority to execute and deliver this Agreement and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly approved by all necessary limited liability company action the Board of Directors of Parent in accordance with the Articles of Incorporation of Parent and Applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Parent are necessary to approve this Agreement or to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a constitutes the valid and binding obligation of Seller and its Affiliates, as applicable, Parent enforceable against Seller and its Affiliates, as applicable, Parent in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesParent and Merger Sub, nor the consummation by Seller or its Affiliates Parent and Merger Sub of the Transactions nor Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement, or compliance by Seller or its Affiliates Parent and Merger Sub with any of the terms or provisions hereof does or of this Agreement, will (i) assuming that the Parent Approvals are duly obtained, violate any provision of the certificate Parent's or Merger Sub's Articles of organizationIncorporation or bylaws, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 Parent Approvals are duly obtained, (A) violate any Applicable Law Laws applicable to Parent, any of the Parent Subsidiaries, or any of their respective properties or assets, or (Biii) except as set forth in Parent Disclosure Schedule 6.3, violate, conflict with, ------------------------------ result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsof, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets respective properties or assets of Parent or the Parent Subsidiaries under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Parent or any Affiliate thereof of the Parent Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affectedaffected except, except with respect to (ii) and (iii) above, such as individually or in the case aggregate will not have a Material Adverse Effect on the Parent, and which will not prevent or delay the consummation of the Merger and the other transactions contemplated by this Agreement. (c) Subject to receipt of the Parent Approvals, Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss Agreement. The execution and delivery of benefits which would not reasonably be expected to be material to this Agreement and the ongoing custody and administration consummation of the Accountstransactions contemplated by this Agreement have been duly and validly approved by the Board of Directors and the sole Stockholder of Merger Sub in accordance with the Articles of Incorporation of Merger Sub and Applicable Laws. Except for the Parent Approvals, no other corporate proceedings on the part of Merger Sub are necessary to consummate the Merger or the other transactions so contemplated. This Agreement has been duly and validly executed and delivered by Merger Sub and constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms.

Authority; No Violation. (a) Seller Bancorp has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company action the Board of Directors of Bancorp and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Bancorp are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Bancorp and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute CBI) constitutes a valid and binding obligation of Seller and its Affiliates, as applicableBancorp, enforceable against Seller and its Affiliates, as applicable, Bancorp in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of equity whether considered applied in a Proceeding in court of law or a court of equity or at lawand by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies gen- erally. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesBancorp, nor the consummation by Seller or its Affiliates Bancorp of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Bancorp with any of the terms or provisions hereof does or hereof, will (i) violate any provision provisions of the certificate Articles of organization, operating agreement, Incorporation or similar organization documents Bylaws of Seller or its Affiliates, Bancorp or (ii) assuming that the consents and approvals referred re- ferred to in Section 3.3 4.4 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bancorp or any of its Subsidiaries or any of their respective properties or assets, or (By) violate, conflict with, result in a breach of any provision provi- sion of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the Acquired Assets under respective properties or assets of Bancorp or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller Bancorp or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)y) above) for such violations, conflicts, breaches, breaches or defaults which either indi- vidually or loss of benefits which would in the aggregate will not have or be reasonably be expected likely to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on Bancorp.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. At the Closing, Purchaser Bank shall have full requisite power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerPurchaser. No other limited liability company proceeding corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Purchaser. Assuming due authorization, execution and delivery by BuyerSeller, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Purchaser or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which that would not reasonably be expected to be material to likely to, either individually or in the ongoing custody and administration of the Accountsaggregate, have a Purchaser Material Adverse Effect.

Authority; No Violation. (a) Seller has all requisite limited liability company full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of Seller. No other limited liability company proceeding corporate proceedings (including any approvals of Seller’s stockholders) on the part of Seller or its Affiliates is are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Seller. Assuming due authorization, execution and delivery by BuyerPurchaser, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableSeller, enforceable against Seller and its Affiliates, as applicable, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate certificates of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Articles of Association or bylaws of Bank or (ii) assuming that the Requisite Regulatory Approvals and the consents and approvals referred to in set forth on Section 3.3 3.3(b) of the Disclosure Schedule are duly obtainedobtained and/or made, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller or Bank or any of their respective Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on a change of control of Bank or approval or consummation of transactions of the Transactionstype contemplated hereby, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Seller or Bank or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller or Bank or any Affiliate thereof of their respective Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected to be material to likely to, individually or in the ongoing custody and administration of the Accountsaggregate, have a Material Adverse Effect.

Authority; No Violation. (ai) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to the other actions described in this Section 2.2(b) and Section 2.2(c), to consummate the TransactionsClosings. The execution and delivery of this Agreement Agreement, the performance by Purchaser of its obligations hereunder and the consummation of the Transactions Closings (including the Share Issuances) have been duly and validly approved by all necessary limited liability company action Purchaser’s board of directors or other equivalent governing body, as applicable. No other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part Purchaser or any of Seller or its Affiliates is Purchaser’s equityholders are necessary to approve or adopt this Agreement or for Purchaser to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Xxxxxxxxx and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the Company) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, terms (except in all cases as such enforcement enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or Enforceability Exceptions). (ii) the rules governing the availability None of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or Xxxxxxxxx, the performance by Purchaser of its Affiliatesobligations hereunder, nor the consummation by Seller or its Affiliates Purchaser of the Transactions nor transactions contemplated hereby or the compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or will (iA) violate any provision of the certificate of organization, operating agreement, Bank Act or similar organization documents of Seller or its Affiliates, Purchaser’s by-laws or (iiB) assuming that the consents Governmental Approvals (including the HSR Clearance and approvals the Second Closing Approvals) referred to in Section 3.3 2.2(c) are duly obtained, and assuming the accuracy of the representations and warranties set forth in Section 2.1(t), (Ax) violate any Applicable Law applicable to Purchaser or any of its properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Purchaser under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller or any Affiliate thereof Purchaser is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets Purchaser or Account Assets any of its properties or assets may be bound or affectedbound, except (in the case of this clause (ii)(B)B) above) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations, accelerations or loss of benefits creations which would not not, either individually or in the aggregate, reasonably be expected to be material materially and adversely affect Purchaser’s ability to perform its obligations under this Agreement or consummate the ongoing custody and administration of the Accountstransactions contemplated hereby on a timely basis.

Authority; No Violation. (a) Seller Purchaser has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerPurchaser. No other limited liability company proceeding corporate proceedings (including any approvals of Purchaser’s stockholders) on the part of Seller or its Affiliates is Purchaser are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Purchaser. Assuming due authorization, execution and delivery by BuyerSeller, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePurchaser, enforceable against Seller and its Affiliates, as applicable, Purchaser in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesPurchaser, nor the consummation by Seller or its Affiliates Purchaser of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Purchaser with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Purchaser or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller Purchaser or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which that would not reasonably be expected to be material to likely to, either individually or in the ongoing custody and administration of the Accountsaggregate, have a Purchaser Material Adverse Effect.

Authority; No Violation. Except as set forth in Section 4.1(c) of the Kaneb Disclosure Schedule: (ai) Seller KSL has all the requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the KSL Shareholders Approval. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary unanimous vote of the Board of Directors of KSL, at a duly convened meeting thereof. The Board of Directors of KSL has directed that this Agreement be submitted to KSL Shareholders for approval at a meeting of KSL Shareholders for the purpose of approving the KSL Merger and this Agreement (including any adjournment thereof, the “KSL Shareholders Meeting”), and, except for the KSL Shareholders Approval, no other limited liability company action or other actions on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is KSL are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller KSL and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute the VLI Entities) constitutes a valid and binding obligation of Seller and its Affiliates, as applicableKSL, enforceable against Seller and its Affiliates, as applicable, KSL in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (bii) Neither the execution and delivery of this Agreement by Seller or its AffiliatesKSL, nor the consummation by Seller or its Affiliates KSL of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates KSL with any of the terms or provisions hereof does or hereof, will (iA) violate any provision of the certificate of organization, operating agreement, KSL LLC Agreement or similar organization the organizational documents of Seller or its AffiliatesSubsidiaries, or (iiB) assuming that the consents and approvals referred to in Section 3.3 4.1(d) are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to KSL, any of its Subsidiaries or Partially Owned Entities or any of its respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by by, accelerate any right or rights or obligations underbenefit provided by, or result in the creation of any Lien Encumbrance upon any of the Acquired Assets under respective properties or assets of KSL, any of its Subsidiaries or, to the KSL Entities’ Knowledge, their Partially Owned Entities under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller KSL, any of its Subsidiaries or any Affiliate thereof Partially Owned Entities is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)B) above) for such violations, conflicts, breaches, breaches or defaults which either individually or loss of benefits which would in the aggregate will not reasonably be expected to be material to have a Material Adverse Effect on the ongoing custody and administration of KSL Entities or the AccountsSurviving LLC.

Authority; No Violation. (a) Seller has all requisite limited liability company power the full and absolute right, corporate power, authority and legal capacity to execute execute, deliver, perform and deliver consummate the transactions contemplated on its part by this Agreement and all other documents and agreements to consummate the Transactionsbe executed and delivered by Seller pursuant to this Agreement. The execution and delivery by Seller of this Agreement and all other documents and agreements to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated on its part hereby and thereby, have been duly authorized by Seller's board of directors and ICG. No other corporate approvals on the part of the Seller's board of directors or ICG are necessary to authorize the execution and delivery of this Agreement and such other documents. Assuming the consummation of the Transactions have been duly and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming due authorization, execution and delivery by Buyerother applicable parties, this Agreement constitute a valid constitutes, and all other documents and agreements to be executed and delivered by Seller pursuant to this Agreement when executed and delivered will constitute, the legal, valid, and binding obligation of Seller of, and its Affiliates, as applicable, will be enforceable against Seller and its Affiliates, as applicable, in accordance with its termstheir respective terms against, Seller, except as such enforcement may be limited by is subject to the effect of (i) the effect of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other similar laws affecting or relating to the or affecting creditors' rights of creditors generally or generally, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, including concepts of reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither ). Except as set forth on SCHEDULE 3.3, the execution execution, delivery and delivery performance of this Agreement and all other documents and agreements to be executed and delivered by Seller or its Affiliatespursuant to this Agreement, nor and the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or transactions contemplated hereby and thereby, will not (ia) violate any provision of the certificate of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtainedSeller, (A) violate any Applicable Law or (Bb) violate, conflict withwith or without the giving of notice or the lapse of time or both, or result in a the breach or termination of any provision of, or a diminution of or the loss rights of any benefit Seller under, or constitute a default (or an event which, with notice or lapse of timeunder, or both, would constitute a default) under, result in give any Person the termination of or a right of termination or cancellation under or in to accelerate any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations obligation under, or result in the creation of any Lien material Encumbrance upon the Assets or the Business, pursuant to any indenture, mortgage, deed of trust, lien, lease, license, Permit, agreement, instrument or other arrangement to which Seller is a party or by which Seller, or any of the Acquired Assets under is bound or subject, or (c) violate in any of the terms, conditions or provisions of material respect any Contract Legal Requirement to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accountssubject.

Authority; No Violation. (a) Seller Each of the Sellers has all of the requisite limited liability company corporate or other entity power and authority authority, as applicable, to execute and deliver enter into this Agreement and to consummate the Transactions. The execution carry out and delivery of this Agreement perform its obligations hereunder and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller the Sellers, and the performance by each of the Sellers of its Affiliates, as applicableobligations hereunder and the consummation by the Sellers of the Transactions has been duly authorized, and, assuming due authorization, execution and delivery of this Agreement by Buyerthe Purchaser, this Agreement constitute constitutes a valid valid, legal and binding obligation of Seller and its Affiliates, as applicablethe Sellers, enforceable against Seller and its Affiliates, as applicable, the Sellers in accordance with its terms, except as such enforcement enforceability may be subject to, and limited by (i) the effect of by, applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or and similar Laws relating to the or affecting creditors’ rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equity principles of equity, (regardless of whether considered enforcement is sought in a Proceeding proceeding at Law or in equity or at lawequity) (collectively, the “Enforceability Exceptions”). (b) Neither the execution The execution, delivery and delivery performance of this Agreement by Seller or its Affiliates, nor the Sellers and the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller Transactions, do not (and will not, with or its Affiliates without the lapse of time or the giving of notice, or both): (i) contravene, conflict with or result in a violation or breach of or default under any of the terms or provisions hereof does or will (i) violate any provision Organizational Documents of the certificate Sellers or any of organization, operating agreement, or similar organization documents the material provisions of Seller or its Affiliates, or the Organizational Documents of the Acquired Companies; (ii) assuming that subject to obtaining the consents and approvals referred to in consents, approvals, authorizations or making required filings described under Section 3.3 are duly obtained3.4, (A) violate any Applicable Law or (B) violatecontravene, conflict with, with or result in a violation or breach of any provision of any Law or Order applicable to the Sellers or the loss of any benefit underAcquired Companies; (iii) contravene, constitute conflict with or result in a violation or breach of, or result in a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, payment or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations acceleration) under, or result in the creation of any Lien (other than Liens created by the Purchaser or any of its Affiliates and Permitted Liens) upon any of the Acquired Assets under any properties, assets or rights of the termsAcquired Companies, conditions or provisions of under any Contract to which Seller or any Affiliate thereof an Acquired Company is a party relating to the Acquired Assets or Account Assetsparty; except, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(Bii) and (iii)) for , where such violationsconflict, conflictsviolation, breachesdefault or imposition would not have, defaults or loss of benefits which and would not reasonably be expected to be material to have, individually or in the ongoing custody and administration of the Accountsaggregate, a Material Adverse Effect.

Authority; No Violation. (a) Seller The Company has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The Company has taken all corporate action necessary in order (i) to authorize the execution and delivery of, and performance of its obligations under this Agreement and (ii) subject only to receipt of the Company Stockholder Approval approving this Agreement and the consummation of the Transactions have been duly consents and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or approvals identified in Section 2.5, to consummate the TransactionsMerger and the other transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Seller and its Affiliates, as applicable, and, assuming the Company. Assuming due authorization, execution and delivery by BuyerParent and Merger Sub, this Agreement constitute a constitutes the valid and binding obligation of Seller and its Affiliates, as applicablethe Company, enforceable against Seller and its Affiliates, as applicable, the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, the Company nor the consummation by Seller or its Affiliates the Company of the Transactions Merger and the other transactions contemplated hereby, nor compliance by Seller or its Affiliates the Company with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate Certificates of organization, operating agreement, Incorporation or similar organization bylaws or other charter or organizational documents of Seller the Company or any of its Affiliates, Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.3 2.5 are duly obtained, (Ax) violate any Applicable Law Laws or Regulations, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller the Company or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) (y) above) for such violations, conflicts, breaches, defaults or the loss of benefits which which, either individually or in the aggregate, would not reasonably be expected constitute a Company Material Adverse Effect. Since December 31, 2002, the Company has not received notice from any of its stockholders of an intention of such stockholder to be material to the ongoing custody and administration cumulate votes in any election of the Accountsdirectors.

Authority; No Violation. (a) Seller Each of Acquiror, Acquiror OpCo and Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement Agreement, the Ancillary Agreements to which it is or will be a party and each other agreement, document or instrument to be executed and delivered by Acquiror, Acquiror OpCo or Merger Sub pursuant hereto or thereto, and to consummate the Transactions. The execution execution, delivery and delivery performance by Acquiror, Acquiror OpCo or Merger Sub of this Agreement Agreement, the Ancillary Agreements and the consummation of the Transactions each other agreement, document or instrument to be executed or delivered by Acquiror, Acquiror OpCo or Merger Sub pursuant hereto or thereto have been duly and validly approved authorized by all necessary requisite corporate or limited liability company action of Acquiror, Acquiror OpCo or Merger Sub and no other corporate or limited liability company acts or proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller Acquiror, Acquiror OpCo or its Affiliates is Merger Sub (or their Affiliates) are necessary to approve this Agreement authorize such execution, deliver or to consummate the Transactionsperformance. This Agreement has been duly and validly executed and delivered by Seller Acquiror, Acquiror OpCo and its AffiliatesMerger Sub, as applicablethe case may be, and, assuming due authorization, execution and delivery by Buyerthe other parties thereto constitutes, this and each Ancillary Agreement constitute to which Acquiror, Acquiror OpCo and Merger Sub will be a valid party, when executed and delivered by Acquiror or Merger Sub, as the case may be (assuming due authorization, execution and delivery by the other parties thereto), shall constitute, a valid, legal and binding obligation agreement of Seller and its AffiliatesAcquiror, Acquiror OpCo or Merger Sub, as applicable, the case may be enforceable against Seller Acquiror, Acquiror OpCo and its AffiliatesMerger Sub, as applicablethe case may be, in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating subject to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exceptions. (b) Neither Assuming the execution accuracy of the representations and warranties of Member and the Company set forth in Section 3.2(b), no notices to or filings with and no permit, authorization, registration, consent or approval of any Governmental Authority is necessary to be made or obtained by Acquiror, Acquiror OpCo or Merger Sub or any of their Affiliates for the execution, delivery or performance by Acquiror, Acquiror OpCo or Merger Sub, as the case may be, of this Agreement by Seller or its Affiliatesthe Ancillary Agreements to which Acquiror, nor Acquiror OpCo or Merger Sub is a party or the consummation by Seller Acquiror, Acquiror OpCo or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation Merger Sub of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(B)i) for such violationsfilings and approvals as are required to be made or obtained under the Securities Act and the securities or “blue sky” laws of various states in connection with the issuance of the shares of Acquiror Common Stock pursuant to this Agreement, conflictsand notice to and approval of the listing of such Acquiror Common Stock on the NYSE, breaches(ii) for compliance with and filings under the HSR Act and (iii) the failure of which to be made or obtained would not, defaults individually or loss of benefits which would not in the aggregate, reasonably be expected to be material to the ongoing custody and administration have an Acquiror Material Adverse Effect. (c) No vote of the Accountsholders of any class or series of capital stock of Acquiror is necessary to approve this Agreement or to authorize the Merger or the issuance of Acquiror Common Stock as contemplated by this Agreement or otherwise to consummate the Transaction.

Authority; No Violation. (a) Seller PPTF has all requisite limited liability company full power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly approved by all necessary limited liability company action the Board of Trustees of PPTF. The Board of Trustees of PPTF has directed that this Agreement and the transactions contemplated by this Agreement be submitted to the Voting Members of PPTF for approval at a meeting of such Voting Members and, except for the adoption of this Agreement by the requisite affirmative vote of the holders of the outstanding PPTF Membership Rights, no other proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is PPTF are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Seller PPTF and its Affiliates, as applicable, and, (assuming due authorization, execution and delivery by Buyer, this Agreement constitute Professionals Group and PICOM and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of Seller and its Affiliates, as applicablePPTF, enforceable against Seller and its Affiliates, as applicable, PPTF in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, PPTF nor the consummation by Seller or its Affiliates PPTF of the Transactions transactions contemplated by this Agreement, nor compliance by Seller or its Affiliates PPTF with any of the terms or provisions hereof does or of this Agreement, will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its AffiliatesPPTF Charter Documents, or (ii) assuming that the consents and approvals referred to in Section 3.3 4.4 of this Agreement are duly obtained, (Ax) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PPTF or any of its properties or assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations underby, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of PPTF under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller or any Affiliate thereof PPTF is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets it or Account Assets any of its properties or assets may be bound or affected, except (in the case of this clause (ii)(B)y) above) for such violations, conflicts, breachesbreaches or defaults which, defaults either individually or loss of benefits which would in the aggregate, will not have or be reasonably be expected likely to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect on PPTF.

Authority; No Violation. (ai) Seller has Xxxxxx and Xxxxxx Sub have all requisite limited liability company organizational power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Xxxxxx and the performance by Parent of its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Parent and validly approved by all other necessary limited liability company corporate action on the part of Seller. No Parent, other limited liability company proceeding than the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of Seller or its Affiliates is Parent are necessary to approve authorize this Agreement or the transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxxx Sub and the performance by Xxxxxx Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the managing member of Merger Sub and all other necessary organizational action on the part of Merger Sub, other than the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, and no other organizational proceedings on the part of Merger Sub or approvals of the equityholder of Merger Sub are necessary to consummate authorize this Agreement or the Transactionstransactions contemplated hereby that have not already been taken. This Agreement has been duly and validly executed and delivered by Seller Xxxxxx and its AffiliatesMerger Sub and constitutes, as applicablesubject to execution by the Company, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitute a valid and binding obligation of Seller Parent and its Affiliates, as applicableMerger Sub, enforceable against Seller Parent and its Affiliates, as applicable, Merger Sub in accordance with its termsterms (subject to the Bankruptcy and Equity Exceptions to the extent applicable thereto). (ii) The execution and delivery by Xxxxxx and Xxxxxx Sub of this Agreement does not, and, except as such enforcement may be limited described in Section 3.2(c)(iii), the consummation of the transactions contemplated by (i) this Agreement and compliance with the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the execution and delivery provisions of this Agreement by Seller or its Affiliates, nor the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller or its Affiliates with any of the terms or provisions hereof does or Xxxxxx and Merger Sub will (i) violate any provision of the certificate of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, not (A) violate any Applicable Law conflict with or (B) violate, conflict with, result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation to the loss of a benefit under any Contract, permit, concession, franchise or in right binding upon Parent or any payment conditioned, in whole or in part, on consummation Subsidiary of the Transactions, accelerate the performance required by or rights or obligations under, Parent or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of Parent or any Subsidiary of Parent, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of Parent, Merger Sub or any Subsidiary of Parent or (C) conflict with or result in any violation of any Laws applicable to Parent or any Subsidiary of Parent or any of the termstheir respective properties or assets, conditions or provisions of any Contract to which Seller or any Affiliate thereof is a party relating to the Acquired Assets or Account Assets, or by which the Acquired Assets or Account Assets may be bound or affected, except (other than in the case of clauses (A), (B) (with respect to Subsidiaries of Parent) and (C), as has not had and would not reasonably be expected to, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of Parent to perform its obligations under this clause Agreement or to consummate the Merger. (ii)(B)iii) Except for (A) the applicable requirements, if any, of Blue Sky Laws, (B) required filings or approvals under the Exchange Act and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE and (D) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Office of the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, except for such violationsconsents, conflictsapprovals, breachesorders, defaults authorizations, registrations, declarations or loss of benefits which filings that, if not obtained or made, would not reasonably be expected to be material to have, individually or in the ongoing custody and administration of the Accountsaggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Seller Such Party has all requisite limited liability company the corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by such Party of this Agreement and the consummation by such Party of the Transactions have been duly and validly approved by all necessary limited liability company action transactions contemplated hereby are within such Party’s corporate powers, and, except for such Party’s Shareholder Approval, no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is such Party are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming such Party. Assuming due authorization, execution and delivery by Buyerall other Parties, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicablesuch Party, enforceable against Seller and its Affiliates, as applicable, such Party in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its Affiliates, such Party nor the consummation by Seller or its Affiliates such Party of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates such Party with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate articles of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, or such Party; (ii) assuming that the consents and approvals referred to in Section 3.3 Requisite Regulatory Approvals are duly obtainedobtained and/or made, (A) violate any Applicable statute, code, ordinance, rule, regulation, judgment, order, writ, decree, injunction or other Law applicable to such Party or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under properties or assets of such Party or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which Seller such Party or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (except, in the case of this clause (ii)(B)ii) for such violationsabove, conflicts, breaches, defaults or loss of benefits which as would not reasonably be expected to be material to the ongoing custody such Party and administration of the Accountsits Subsidiaries taken as a whole.

Authority; No Violation. (a) Seller Buyer has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by all necessary limited liability company corporate action on the part of SellerBuyer. No other limited liability company proceeding corporate proceedings on the part of Seller or its Affiliates is Buyer are necessary to approve this Agreement or and to consummate the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, and, assuming Buyer. Assuming due authorization, execution and delivery by Buyerthe Company and Seller, this Agreement constitute constitutes a valid and binding obligation of Seller and its Affiliates, as applicableBuyer, enforceable against Seller and its Affiliates, as applicable, Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws Laws affecting or relating to the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Seller or its AffiliatesBuyer, nor the consummation by Seller or its Affiliates Buyer of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates Buyer with any of the terms or provisions hereof does or hereof, will (i) violate any provision of the certificate articles of organization, operating agreement, incorporation or similar organization documents bylaws of Seller or its Affiliates, Buyer or (ii) assuming that the consents and approvals referred to in Section 3.3 4.3 are duly obtained, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactionsunder, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien upon any of the Acquired Assets under respective properties or assets of Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other instrument or obligation to which Seller Buyer or any Affiliate thereof of its Subsidiaries is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties, assets or business activities may be bound or affected, except (in the case of this clause (ii)(B)ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits which that would not reasonably be expected to be material to to, either individually or in the ongoing custody and administration of the Accountsaggregate, have a Buyer Material Adverse Effect.

Authority; No Violation. (a) Seller 5.4.1 CB has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by CB and the consummation completion by CB of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly approved by all necessary limited liability company action on the part Board of Seller. No other limited liability company proceeding on the part Directors of Seller or its Affiliates is necessary to approve this Agreement or to consummate the TransactionsCB. This Agreement has been duly and validly executed and delivered by Seller CB, and its Affiliatessubject to FedFirst Stockholder Approval and the receipt of the Regulatory Approval, as applicable, and, and assuming due authorization, and valid execution and delivery by Buyer, of this Agreement constitute a by FedFirst, constitutes the valid and binding obligation of Seller and its Affiliates, as applicableCB, enforceable against Seller and its Affiliates, as applicable, CB in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other insolvency and similar laws affecting or relating creditors’ rights generally, and subject, as to the rights of creditors generally or (ii) the rules governing the availability of specific performanceenforceability, injunctive relief or other equitable remedies and to general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) 5.4.2 Neither the execution and delivery of this Agreement by Seller or its Affiliates, CB nor the consummation by Seller or its Affiliates of the Transactions transactions contemplated hereby, nor compliance by Seller or its Affiliates CB with any of the terms or and provisions hereof does or will (i) violate conflict with or result in a breach of any provision of the certificate articles of organizationincorporation or articles of association, operating agreementas applicable, and bylaws of CB or similar organization documents of Seller or its Affiliates, or any CB Subsidiary; (ii) assuming that the consents and approvals referred subject to in Section 3.3 are duly obtainedreceipt of all Regulatory Approvals, (A) violate any Applicable Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CB or any CB Subsidiary or any of their respective properties or assets; or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or amendment of, accelerate the performance required by, or result in a right of termination or cancellation under acceleration or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets properties or assets of CB or any CB Subsidiary under any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other investment or obligation to which Seller CB or any Affiliate thereof CB Subsidiary is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected, except (in the case of this clause (ii)(B)) for such violations, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accounts.

Authority; No Violation. (a) Seller Each of the Sellers has all of the requisite limited liability company corporate or other entity power and authority authority, as applicable, to execute and deliver enter into this Agreement and to consummate the Transactions. The execution carry out and delivery of this Agreement perform its obligations hereunder and the consummation of the Transactions have been duly and validly approved by all necessary limited liability company action on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is necessary to approve this Agreement or to consummate the Transactions. This Agreement and the Ancillary Agreements to which the Sellers are a party has been duly and validly executed and delivered by Seller the Sellers, and the performance by each of the Sellers of its Affiliates, as applicableobligations hereunder and the consummation by the Sellers of the Transactions has been duly authorized, and, assuming due authorization, execution and delivery of this Agreement by Buyerthe Purchaser and the Company, this Agreement constitute constitutes a valid valid, legal and binding obligation of Seller and its Affiliates, as applicablethe Sellers, enforceable against Seller and its Affiliates, as applicable, the Sellers in accordance with its terms, except as such enforcement may be limited by (i) subject, to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or any applicable Law relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at lawEnforceability Exceptions. (b) Neither the execution The execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Sellers are a party by Seller or its Affiliates, nor the Sellers and the consummation by Seller or its Affiliates of the Transactions nor compliance by Seller Transactions, do not (and will not, with or its Affiliates without the lapse of time or the giving of notice, or both): (i) contravene, conflict with or result in a violation or breach of or default under any of the terms or provisions hereof does or will (i) violate any provision Organizational Documents of the certificate Company or the Organizational Documents of organization, operating agreement, or similar organization documents of Seller or its Affiliates, or the Sellers; (ii) assuming that subject to obtaining the consents and approvals referred to in consents, approvals, authorizations or making required filings described under Section 3.3 are duly obtained4.4, (A) violate any Applicable Law or (B) violatecontravene, conflict with, with or result in a violation or breach of any provision of any Law or Order applicable to the loss of any benefit underSellers; (iii) contravene, constitute conflict with or result in a violation or breach of, or result in a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, payment or cancellation under or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations acceleration) under, or result in the creation of any Lien (other than Liens created by the Purchaser or any of its Affiliates and Permitted Liens) upon any of the Acquired Assets under any properties, assets or rights of the termsCompany, conditions or provisions of under any Contract to which Seller or any Affiliate thereof is the Sellers are a party relating to the Acquired Assets or Account Assetsparty; except, or by which the Acquired Assets or Account Assets may be bound or affected, except (in the case of this clause (ii)(Bii) and (iii)) for , where such violationsconflict, conflictsviolation, breachesdefault or imposition would not have, defaults or loss of benefits which and would not reasonably be expected to be material to have, individually or in the ongoing custody and administration of the Accountsaggregate, a Material Adverse Effect.

Authority; No Violation. (a) Seller Sterling has all requisite limited liability company full corporate power and authority to execute and deliver this Agreement and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by Sterling and the consummation by Sterling of the Contemplated Transactions (including, without limitation, the issuance of the Adjusted Pennsylvania Options) have been duly and validly approved by all necessary limited liability company action the Board of Directors of Sterling by unanimous vote and no other corporate proceedings on the part of Seller. No other limited liability company proceeding on the part of Seller or its Affiliates is Sterling are necessary to approve this Agreement or to consummate the TransactionsMerger. This Agreement has been duly and validly executed and delivered by Seller and its Affiliates, as applicable, Sterling and, assuming due authorizationsubject to receipt of the required approvals of Regulatory Authorities, execution and delivery by Buyerdescribed in Section 4.04 hereof, this Agreement constitute a constitutes the valid and binding obligation of Seller and its Affiliates, as applicableSterling, enforceable against Seller and its Affiliates, as applicable, Sterling in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other insolvency and similar laws affecting or relating creditors’ rights generally and subject, as to the rights of creditors generally or (ii) the rules governing the availability of specific performanceenforceability, injunctive relief or other equitable remedies and to general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) Neither the The execution and delivery of this Agreement by Seller or its AffiliatesSterling, nor subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and Sterling’s and Pennsylvania’s compliance with any conditions contained therein, the consummation by Seller or its Affiliates of the Transactions nor Contemplated Transactions, and compliance by Seller Sterling or its Affiliates any Sterling Subsidiary with any of the terms or provisions hereof does or hereof, do not and will not: (i) violate conflict with or result in a breach of any provision of the certificate respective articles of organizationincorporation, operating agreement, articles of association or similar organization documents bylaws of Seller Sterling or its Affiliates, or any Sterling Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, (A) violate any Applicable Law statute, rule, regulation, judgment, order, writ, decree or injunction applicable to Sterling or any Sterling Subsidiary or any of their respective properties or assets; or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of the performance required by, or result in a right of termination or cancellation under acceleration or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required by or rights or obligations under, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the Acquired Assets under properties or assets of Sterling or any Sterling Subsidiary under, any of the terms, terms or conditions or provisions of any Contract note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which Seller Sterling or any Affiliate thereof Sterling Subsidiary is a party relating to the Acquired Assets or Account Assetsparty, or by which the Acquired Assets they or Account Assets any of their respective properties or assets may be bound or affected; except to the extent that the failure to comply, except (in the case of this clause (ii)(B)) for such violationsaggregate, conflicts, breaches, defaults or loss of benefits which would not reasonably be expected to be material to the ongoing custody and administration of the Accountshave a Material Adverse Effect.