Common use of Authorization, Etc Clause in Contracts

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. The Sole Stockholder represents and warrants to the Parent and Acquisition Corp. as follows: (ai) This The Sole Stockholder is the sole and exclusive record and beneficial owner of the Common Stock set forth opposite his name in Schedule 3.4 hereto, free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions on transfer imposed under applicable securities laws), and there are no agreements, arrangements or understandings to which such Sole Stockholder is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the Common Stock owned by the Sole Stockholder; (ii) The Sole Stockholder shall (A) simultaneously with his execution and delivery of this Agreement, execute and deliver to Parent an irrevocable proxy or written consent in which the Mortgage Sole Stockholder voted all Common Stock owned by the Sole Stockholder in favor of the Merger and the Supplemental Indenture have been duly authorized adoption of this Agreement by all necessary corporate action on the part of the Company, (B) at the Effective Time, deliver or cause to be delivered to the Parent (x) Certificate(s) representing all Common Stock owned by the Sole Stockholder, each Certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws). (iii) The Sole Stockholder has all necessary legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, Agreement constitutes a valid and binding obligations obligation of the Company Sole Stockholder enforceable against the Company in accordance with their its terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ , rights generally and (ii) by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity law or at law).in equity; and (biv) The Bonds have been duly authorized execution and delivery of this Agreement by all necessary corporate action on the part Sole Stockholder and the consummation of the Companytransactions contemplated hereby will not breach, and when executedviolate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, authenticated and issued give rise to any right of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Sole Stockholder is a party, or by which the Sole Stockholder or the Common Stock held by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability Sole Stockholder may be limited by (i) applicable bankruptcybound, insolvencyor result in the creation of any lien, reorganization, moratorium claim or encumbrance or other similar laws affecting the enforcement right of creditors’ rights generally and (ii) general principles any third party of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien any kind whatsoever upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject Sole Stockholder pursuant to the lien terms of any such instrument or obligation, which breach, violation or event of default would have a material adverse effect on the Mortgage have been recorded as Sole Stockholder’s ability to perform the Sole Stockholder’s obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to the date hereofSole Stockholder or by which such the Common Stock held by the Sole Stockholder may be bound.

Authorization, Etc. Each of the Shareholders severally represents and warrants to the Parent and Acquisition Corp. as follows: (a) This Each of the Shareholders is the sole and exclusive record and beneficial owner of the Common Stock set forth opposite his or her name in Schedule 4.1 hereto, free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions on transfer imposed under applicable securities laws), and there are no agreements, arrangements or understandings to which such Shareholder is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the Common Stock owned by such Shareholder; (b) Each of the Shareholders shall (A) simultaneously with such Shareholder’s execution and delivery of this Agreement, execute and deliver to Parent an irrevocable proxy or written consent in which such Shareholder voted all Common Stock owned by such Shareholder in favor of the Mortgage Merger and the Supplemental Indenture have been duly authorized adoption of this Agreement by all necessary corporate action on the part of the Company, and (B) at the Effective Time, deliver or cause to be delivered to the Parent certificates representing all Common Stock owned by such Shareholder, each such certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws); (c) Such Shareholder has all necessary legal capacity, right, power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby, the Mortgage and the Supplemental Indenture constitute legal, this Agreement constitutes a valid and binding obligations obligation of the Company such Shareholder enforceable against the Company in accordance with their its terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ , rights generally and (ii) by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity law or at law).in equity; (bd) The Bonds have been duly authorized execution and delivery of this Agreement by all necessary corporate action on each such Shareholder and the part consummation of the Companytransactions contemplated hereby will not (A) violate or conflict with any provision of any partnership agreement, and when executedoperating agreement or other constitutional documents of each such Shareholder that is constituted as a general or limited partnership or limited liability company, authenticated and issued by the Company in accordance (B) breach, violate or constitute an event of default (or an event which with the provisions lapse of time or the Mortgage and delivered giving of notice or both would constitute an event of default) under, give rise to and paid for by any right of termination, cancellation, modification or acceleration under or require any consent or the Purchasers in accordance with the terms giving of this Agreementany notice under, will be entitled to the benefits and any note, bond, indenture, mortgage, security of the Mortgageagreement, and will be valid and binding obligations of the Companylease, in each case enforceable against the Company in accordance with its termslicense, except as such enforceability may be limited by (i) applicable bankruptcyfranchise, insolvencypermit, reorganization, moratorium agreement or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether instrument or obligation to which such enforceability Shareholder is considered in a proceeding in equity party, or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to result in the Mortgage as being subject to the lien thereof and will create a similar lien creation of any lien, claim or encumbrance or other right of any third party of any kind whatsoever upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of such Shareholder pursuant to the terms of any such instrument or obligation, which breach, violation or event of default would have a material adverse effect on such Shareholder’s ability to perform such Shareholder’s obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Shareholder or by which Common Stock held by such Shareholder may be bound. (e) Effective upon the Closing, each such Shareholder voluntarily releases and discharges Parent and Acquisition Corp., their respective affiliates, subsidiaries, predecessors, successors and assigns, and each of them, and the current and former officers, directors, shareholders, employees, and agents of each of the foregoing (any and all of which are referred to as the “Parent Releasees”), from all charges, complaints, claims, promises, agreements, causes of action, damages, and debts of any nature whatsoever, known or unknown, which such Shareholder has, claims to have, ever had, or ever claimed to have had against the Company, Parent, Acquisition Corp. or any other Parent Releasees, whether arising under federal or state law and whether as a Shareholder or employee of the Company subject or in any other capacity; provided, however, such release shall not apply to any breach of this Agreement by any Parent Releasees or to any matter that arises after the lien of the Mortgage have been recorded as of the date hereofClosing Date.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental relevant Indenture have been or, in the case of each Indenture, will be prior to the execution thereof, duly authorized authorized, executed and delivered by all necessary corporate action on such Trust and, assuming that each party to the part of relevant Indenture, other than such Trust, has duly authorized, executed and delivered such Indenture, then the Company, and this Agreement, the Mortgage and the Supplemental relevant Indenture constitute legal, will be a valid and legally binding obligations agreement of the Company such Trust, enforceable against the Company such Trust in accordance with their its terms, as applicable, except (A) as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). ) and (bB) as enforcement thereof may be limited by requirements that a claim with respect to any Notes issued under the relevant Indenture that are payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States. The Bonds relevant Notes have been duly authorized by all necessary corporate action on the part of the Companysuch Trust for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in the relevant Indenture and delivered against payment of the consideration therefor, will constitute valid and legally binding obligations of such Trust in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers their terms, enforceable against such Trust in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). (c) . The Mortgage constitutes a direct relevant Notes, when executed by such Trust and valid first mortgage lien upon issued, authenticated and delivered in the properties manner provided for in the relevant Indenture and assets delivered against payment of the Company specifically or generally described or referred to consideration therefor as contemplated in the Mortgage as being subject Time of Sale Prospectus, will be entitled to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien benefits of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofrelevant Indenture.

Authorization, Etc. (a) This AgreementBancshares hereby represents and warrants to Mercantile that: (i) Bancshares has full corporate authority to ex- ecute and deliver this Option Agreement and, subject to Section 11(i), to consummate the Mortgage transactions contem- plated hereby; (ii) such execution, delivery and the Supplemental Indenture consummation have been duly authorized by the Board of Directors of Bancshares, and no other corporate proceedings are necessary there- for; (iii) this Option Agreement has been duly and val- idly executed and delivered and represents a valid and legally binding obligation of Bancshares, enforceable against Bancshares in accordance with its terms; and (iv) Bancshares has taken all necessary corporate action on to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the part date hereof through the date of the Companyexercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 3,261,522 shares of Bancshares Common Stock, all of which, upon issuance pursuant hereto, shall be duly au- thorized, validly issued, fully paid and nonassessable, and this Agreementshall be delivered free and clear of all claims, the Mortgage liens, encumbrances, restrictions (other than federal and the Supplemental Indenture constitute legal, valid state securities restrictions) and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally security inter- ests and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)not subject to any preemptive rights. (b) The Bonds Mercantile hereby represents and warrants to Bancshares that: (i) Mercantile has full corporate authority to ex- ecute and deliver this Option Agreement and, subject to Section 11(i) to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been duly authorized by all necessary requisite corporate action on the part of the Companyby Mer- cantile, and when executed, authenticated no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and issued by the Company in accordance with the provisions of the Mortgage validly executed and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be represents a valid and legally binding obligations obligation of the CompanyMercantile, in each case enforceable against the Company Mer- cantile in accordance with its terms, except as such enforceability may be limited by ; and (iiv) applicable bankruptcy, insolvency, reorganization, moratorium any Bancshares Common Stock or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien securities acquired by Mercantile upon the properties and assets exercise of the Company specifically or generally described or referred to in the Mortgage as being subject Option will not be taken with a view to the lien thereof public distribution there- of and will create a similar lien upon all properties and assets acquired by not be transferred or otherwise disposed of except in compliance with the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofSecurities Act.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture other Loan Documents have been duly authorized by all necessary corporate or partnership action on the part of the CompanyBorrower, and this Agreement, the Mortgage and the Supplemental Indenture constitute Agreement constitutes a legal, valid and binding obligations obligation of the Company Borrower enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company Borrower in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Subsidiary Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets Each of the Company specifically or generally described or referred to in Security Agreement and the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage other Collateral Documents has been recorded duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Loan Party (other than the Borrower) and required upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Loan Party (other than the Borrower), enforceable against each Loan Party (other than the Borrower) in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the Mortgage to be subjected to the lien enforcement of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens creditors’ rights generally and Prior liens (each as defined ii) general principles of equity (regardless of whether such enforceability is considered in the Mortgagea proceeding in equity or at law). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture Notes have been duly authorized by all necessary corporate limited partnership action on the part of the CompanyIssuer, and this AgreementAgreement constitutes, the Mortgage and the Supplemental Indenture constitute upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligations obligation of the Company Issuer enforceable against the Company Issuer in accordance with their its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have This Agreement has been duly authorized by all necessary corporate trust action on the part of the CompanyParent Guarantor and this Agreement constitutes the legal, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations obligation of the Company, in each case Parent Guarantor enforceable against the Company Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage Subsidiary Guaranty Agreement has been recorded duly authorized by all necessary corporate or other action on the part of each Subsidiary Guarantor and, upon execution and required delivery thereof by each Subsidiary Guarantor, the Mortgage to Subsidiary Guaranty Agreement will constitute the legal, valid and binding obligation of each Subsidiary Guarantor enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be subjected to limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the lien enforcement of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens creditors’ rights generally and Prior liens (each as defined 2) general principles of equity (regardless of whether such enforceability is considered in the Mortgagea proceeding in equity or at law). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage Back to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.Contents

Authorization, Etc. (a) This The Note Purchase Agreement, this Second Supplement, the Mortgage Collateral Documents to which the Company is a party and the Supplemental Indenture Notes have been duly authorized by all necessary corporate action on the part of the Company, and the Note Purchase Agreement and the Collateral Documents constitute, and upon execution and delivery hereof and thereof, this AgreementSecond Supplement and each Series 2011 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty, this Second Supplement and the Collateral Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action on the part of each Subsidiary Guarantor and the Subsidiary Guaranty and the Collateral Documents to which it is a party constitute and, upon execution and delivery hereof this Second Supplement will constitute, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company each Subsidiary Guarantor, enforceable against the Company each Subsidiary Guarantor in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Collateral Documents to which the Company is a party and the Supplemental Indenture Notes have been duly authorized by all necessary corporate action on the part of the Company, and this AgreementAgreement constitutes, the Mortgage and the Supplemental Indenture constitute upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Agreement and the Parent Guaranty have been duly authorized by all necessary corporate action on the part of the Parent, and this Agreement constitutes, and upon execution and delivery thereof the Parent Guaranty will constitute the legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Subsidiary Guaranty has been duly authorized by all necessary corporate or limited liability company action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This AgreementBancorp hereby represents and warrants to Commercial that: (i) Bancorp has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the Mortgage transactions contemplated hereby; (ii) such execution, delivery and the Supplemental Indenture consummation have been duly authorized by the Board of Directors of Bancorp, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Bancorp, enforceable against Bancorp in accordance with its terms; and (iv) Bancorp has taken all necessary corporate action on to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the part date hereof through the date of the Companyexercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 3,348,533 shares of Bancorp Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and this Agreementshall be delivered free and clear of all claims, the Mortgage liens, encumbrances, restrictions (other than federal and the Supplemental Indenture constitute legal, valid state securities restrictions) and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally security interests and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)not subject to any preemptive rights. (b) The Bonds Commercial hereby represents and warrants to Bancorp that: (i) Commercial has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been duly authorized by all necessary requisite corporate action on the part of the Companyby Commercial, and when executed, authenticated no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and issued by the Company in accordance with the provisions of the Mortgage validly executed and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be represents a valid and legally binding obligations obligation of the CompanyCommercial, in each case enforceable against the Company Commercial in accordance with its terms, except as such enforceability may be limited by ; and (iiv) applicable bankruptcy, insolvency, reorganization, moratorium any Bancorp Common Stock or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien securities acquired by Commercial upon the properties and assets exercise of the Company specifically or generally described or referred to in the Mortgage as being subject Option will not be taken with a view to the lien public distribution thereof and will create a similar lien upon all properties and assets acquired by not be transferred or otherwise disposed of except in compliance with the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofSecurities Act.

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture The Bond Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreementthe Bond Documents constitute, the Mortgage and the Supplemental Indenture constitute upon execution and delivery thereof each Bond will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Without limiting the foregoing, the Bonds have been duly authorized by all necessary corporate action on the part of the Companyand, and when duly executed, authenticated and issued by as provided in the Company in accordance with the provisions of the Mortgage Indenture and delivered pursuant to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the CompanyCompany entitled to the security and benefits of the Indenture, in each case will be secured equally and ratably with all other Bonds issued or to be issued under the Indenture. The Indenture constitutes a legally valid and directly enforceable against first mortgage lien (except to the Company in accordance with its terms, except as extent that enforcement of such enforceability lien may be limited by (i) the effect of certain laws and judicial decisions upon the remedies provided in the Indenture; provided, however, such limitations do not render the Indenture invalid as a whole, and legally adequate rights and remedies nevertheless exist under the Indenture and applicable law for pursuit of a claim under the Bonds and for the practical realization of the security and principal legal benefits provided by the Indenture, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ rights generally and (iiby general equity principles) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the respective properties and assets subject thereto (which properties constitute substantially all of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all natural gas utility properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, ) subject only to permitted “excepted encumbrances, prepaid liens and Prior liens ” (each as defined in the MortgageIndenture). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture each other Credit Document have been duly authorized by all necessary corporate action on the part of the CompanyCompany and the Co-Obligors, and this AgreementAgreement constitutes, and each other Credit Document to which the Mortgage Company or any Co-Obligors is a party when executed and the Supplemental Indenture constitute delivered will constitute, a legal, valid and binding obligations obligation of the Company or such Co-Obligors enforceable against the Company or such Co-Obligors in accordance with their its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have Each Credit Document to which it is party has been duly authorized by all necessary corporate action on the part of the Companyeach Subsidiary Guarantor, and each such Credit Document executed on the Closing Date constitutes, and each other Credit Document to which such Subsidiary Guarantor is a party when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage executed and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementwill constitute, will be entitled to the benefits and security of the Mortgagea legal, and will be valid and binding obligations obligation of the Company, in each case such Subsidiary Guarantor enforceable against the Company such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon To the properties and assets extent Credits are being issued supporting obligations of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only any Subsidiary or other Affiliate, at the time of each such Credit Extension, such Credits do and will inure to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets benefit of the Company as described above are located Co-Obligors, and the Company Co-Obligors’ business (including its investments in its Subsidiaries and Affiliates) derives and will cause derive substantial benefits from the Mortgage to be recorded in each county where such properties and assets businesses of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county Company, such Subsidiary or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofother Affiliate.

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture each other Credit Document have been duly authorized by all necessary corporate action on the part of the CompanyCompany and the Co-Obligors, and this AgreementAgreement constitutes, and each other Credit Document to which the Mortgage Company or any Co-Obligors is a party when executed and the Supplemental Indenture constitute delivered will constitute, a legal, valid and binding obligations obligation of the Company or such Co-Obligors enforceable against the Company or such Co-Obligors in accordance with their its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have Each Credit Document to which it is party has been duly authorized by all necessary corporate action on the part of the Companyeach Subsidiary Guarantor, and each such Credit Document executed on the Closing Date constitutes, and each other Credit Document to which such Subsidiary Guarantor is a party when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage executed and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementwill constitute, will be entitled to the benefits and security of the Mortgagea legal, and will be valid and binding obligations obligation of the Company, in each case such Subsidiary Guarantor enforceable against the Company such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) To the extent Credits are being issued supporting obligations of the Company, any Subsidiary or other Affiliate, at the time of each such Credit Extension, such Credits do and will inure to the benefit of the Co-Obligors, and the Co-Obligors’ business (including its investments in its Subsidiaries and Affiliates) derives and will derive substantial benefits from the businesses of the Company, such Subsidiary or other Affiliate. 5.03 Disclosure. The Mortgage constitutes Company, through its agent, BAS, has delivered to each Lender copies of the 2005 Form 10-K and a direct Private Placement Memorandum, dated October, 2006 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum and valid first mortgage lien upon the 2005 Form 10-K fairly describe, in all material respects, the general nature of the business and principal properties of the Company and assets its Subsidiaries. Except for projections, as to which no representation or warranty is made, this Agreement, the Memorandum, the 2005 Form 10-K, the Second Quarter Form 10-Q, the documents, certificates or other writings delivered to the Lenders by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby and the financial statements listed on Schedule 5.05 (this Agreement, the Memorandum, the 2005 Form 10-K, the Second Quarter Form 10-Q and such documents, certificates or generally described or referred to in the Mortgage as being subject other writings and such financial statements delivered to the lien thereof Lenders prior to October 18, 2006 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. The projections provided to the Lenders are based upon good faith estimates and will create a similar lien upon all properties and assets acquired assumptions believed at the time made by the Company after to be reasonable. Except as disclosed in the date hereof located in counties in which the Mortgage Disclosure Documents, since December 31, 2005, there has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined no change in the Mortgage). The Mortgage has been recorded in each county where such financial condition, operations, business, properties and assets or prospects of the Company and its Subsidiaries taken as described above are located and a whole, except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company will cause that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofDisclosure Documents.

Authorization, Etc. (a) This Agreement, the Mortgage Notes and each other Note Document to which the Supplemental Indenture Issuer is or will be a party have been duly authorized by all necessary corporate limited liability company action on the part of the CompanyIssuer, and this AgreementAgreement constitutes, and upon execution and delivery thereof each Note and each other Note Document to which the Mortgage and the Supplemental Indenture constitute Issuer is a party will constitute, a legal, valid and binding obligations obligation of the Company Issuer enforceable against the Company Issuer in accordance with their its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds This Agreement and each other Note Document to which the Parent Guarantor is or will be a party have been duly authorized by all necessary corporate action on the part of the CompanyParent Guarantor, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the MortgageAgreement constitutes, and upon execution and delivery thereof each other Note Document to which the Parent Guarantor is a party will be constitute, a legal, valid and binding obligations obligation of the Company, in each case Parent Guarantor enforceable against the Company Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes Subsidiary Guaranty Agreement and each other Note Document to which a direct and valid first mortgage lien upon Subsidiary Guarantor is or will be a party have been duly authorized by all necessary corporate or other action on the properties and assets part of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Companysuch Subsidiary Guarantor, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company Subsidiary Guaranty Agreement constitutes, and upon execution and delivery thereof each other Note Document to which a Subsidiary Guaranty is a party will cause constitute, a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Mortgage to be recorded enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county a proceeding in equity or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofat law).

Authorization, Etc. (a) This AgreementEach of HCAC and Acquisition has the necessary corporate power and authority to enter into this Agreement and to carry out their respective obligations hereunder and under the Other Agreements to which it is a party. The execution and delivery of this Agreement by HCAC and Acquisition, the Mortgage performance by HCAC and Acquisition of their respective obligations hereunder and thereunder, and the Supplemental Indenture consummation by HCAC and Acquisition of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Boards of Directors of HCAC and Acquisition, and no other corporate action proceeding on the part of the Company, and HCAC or Acquisition is necessary to authorize this Agreement, the Mortgage Other Agreements or to consummate the transactions contemplated hereby or thereby (other than the filing of the Articles of Merger and the Supplemental Indenture constitute legal, approval of the Merger and the actions set forth in Section 6.05 hereof by the stockholders of HCAC in accordance with HCAC's Certificate of Incorporation and applicable law). This Agreement has been duly and validly executed and delivered by HCAC and Acquisition and constitutes valid and binding obligations agreements of the Company HCAC and Acquisition, enforceable against the Company them in accordance with their terms, respective terms except as such that (i) enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the enforcement of the rights and remedies of creditors’ rights generally ; and (ii) general principles the availability of equity (regardless equitable remedies may be limited by equitable principles. The Articles of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and Merger when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage executed and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, pursuant hereto will be entitled to the benefits and security of the Mortgage, and will be a valid and binding obligations agreement of the CompanyAcquisition, in each case enforceable against the Company Acquisition in accordance with its terms, terms except as such that (i) enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the enforcement of the rights and remedies of creditors’ rights generally ; and (ii) general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable remedies may be limited by equitable principles. (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This of this Agreement, the Mortgage Indentures and the Supplemental Indenture have Notes. This Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Company; each Indenture has been duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities issued under the applicable Indenture that are payable in a foreign or composite currency (bor a foreign or composite currency judgment in respect of such claim) The Bonds be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions applicable Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , and except further as enforcement thereof may be limited by requirements that a claim with respect to any Notes payable in a foreign or composite currency (cor a foreign or composite currency judgment in respect of such claim) The Mortgage constitutes be converted into U.S. dollars at a direct rate or exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will be substantially in a form previously certified to the Agents and valid first mortgage lien upon contemplated by the properties applicable Indenture; and assets each holder of Notes will be entitled to the benefits of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofapplicable Indenture.

Authorization, Etc. (a) This AgreementEach of Paging Partners and Newco has the necessary corporate power and authority to enter into this Agreement and, to the extent required by the Financing, the Mortgage BAP Debt Agreements and to carry out its obligations hereunder and thereunder (except for the approval and adoption of this Agreement by the stockholders of Paging Partners). The execution and delivery of this Agreement and, to the extent required by the Financing, the BAP Debt Agreements, by Paging Partners and Newco, the performance by Paging Partners and Newco of their obligations hereunder and thereunder, and the Supplemental Indenture consummation by Paging Partners and Newco 25 of 122 of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors of each of Paging Partners and Newco, and no other corporate action proceedings on the part of Paging Partners and Newco are necessary to authorize and approve this Agreement and the CompanyBAP Debt Agreements and the consummation of the transactions contemplated hereby and thereby (except for the approval and adoption of this Agreement by the stockholders of Paging Partners). As of the date hereof, and there are no agreements, arrangements or other requirements that require that the transactions contemplated by this Agreement, considered together in a single vote, be approved by more than a majority of the Mortgage outstanding shares of Paging Partners Common Stock. (b) This Agreement has been duly and validly executed and delivered by each of Paging Partners and Newco, and assuming the Supplemental Indenture constitute due authorization, execution and delivery hereof by BAP, is a legal, valid and binding obligations obligation of the Company each of Paging Partners and Newco enforceable against the Company each of Paging Partners and Newco in accordance with their its terms, except as such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and (ii) or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawequity). (c) The Mortgage constitutes a direct respective Boards of Directors of Paging Partners and valid first mortgage lien upon Newco have taken all appropriate and necessary action such that the properties and assets provisions of Section 203 of the Company specifically or generally described or referred DGCL will not apply to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets transactions contemplated by this Agreement, including without limitation the voting of the Company subject shares of Paging Partners Common Stock pursuant to the lien Voting 26 of 122 Agreement and the Mortgage have been recorded as of Merger. No other anti-takeover or similar statute or regulation applies or purports to apply to the date hereoftransactions contemplated by this Agreement.

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be legal, valid and binding obligations of the Company, in each case case, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture other Transaction Documents to which each Securitization Party is a party (other than the Notes which are addressed in clause (b) below) have been duly and validly authorized by all requisite legal action and duly executed and delivered by such Securitization Party and, assuming the authorization, execution and delivery by the other parties thereto, will constitute the valid and binding agreement of such Securitization Party, as applicable, enforceable against it in accordance with its terms, except that the enforceability of this Agreement and such other Transaction Documents may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Notes have been duly authorized by all necessary corporate requisite legal action on the part of the CompanyIssuer and when duly executed by the Issuer in accordance with the terms of the Indenture, assuming due authentication of the Notes by the Trustee, upon delivery to each Purchaser against payment therefor in accordance with the terms hereof, will be validly issued and this Agreement, the Mortgage delivered and the Supplemental Indenture will constitute legal, valid and binding obligations of the Company Issuer entitled to the benefits of the Indenture, enforceable against the Company Issuer in accordance with their terms, except as such that the enforceability of the Notes may be limited by (i) applicable subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other and similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by . On the Closing Date, the Notes will conform in all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled material respects to the benefits and security of description thereof in the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Indenture. (c) The Mortgage constitutes a direct and valid first mortgage lien upon Assuming the properties and assets accuracy of the Company specifically or generally described or referred to representations and warranties of the Purchaser contained in Section 6 hereof, no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required in connection with the offer and sale of the Notes in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofmanner contemplated hereby.

Authorization, Etc. (a) OF THIS AGREEMENT, THE INDENTURE AND THE NOTES. This Agreement, the Mortgage and the Supplemental Indenture have Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Company; the Indenture has been duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (b3) The Bonds requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (c3) The Mortgage constitutes requirements that a direct and valid first mortgage lien upon claim with respect to any Notes payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate or exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the properties and assets making of payments outside the Company specifically or generally described or referred to United States; the Notes will be substantially in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.form previously

Authorization, Etc. (a) This Agreement, the Mortgage The Seller has full power and authority to enter into this Agreement and the Supplemental Indenture have been duly authorized agreements contemplated hereby to which the Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and all other agreements contemplated hereby to be entered into by all necessary corporate action on the part of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute Seller each constitutes a legal, valid and binding obligations obligation of the Company Seller enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company Seller in accordance with its terms, except as to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ related to creditor's rights generally and (ii) by general principles of equity equity. (regardless b) Parent is the sole owner of whether and has full right, power and authority to vote the shares of capital stock of the Seller held by it. Parent has full power and authority to enter into this Agreement and the agreements contemplated hereby. This Agreement and all other agreements contemplated hereby to be entered into by Parent each constitute a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, except to the extent that such enforceability is considered in a proceeding in equity may be limited by bankruptcy, insolvency or at law)other similar laws related to creditor's rights generally and by general principles of equity. (c) The Mortgage constitutes Except as pursuant to the terms of (i) that certain Securities Purchase Agreement dated as of October 31, 2005 by and among SendTec Acquisition Corp. ("STAC"), a direct Delaware corporation, Parent, and valid first mortgage lien upon the properties purchasers set forth on the signature pages thereto (the "SECURITIES PURCHASE AGREEMENT") and assets (ii) each of those certain Senior Secured Convertible Debentures due October 30, 2009 issued by STAC to the purchasers under the Securities Purchase Agreement (the "DEBENTURES"), the execution, delivery and performance by Parent and the Seller of this Agreement, and all other agreements contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by Parent and the Seller, do not and will not (i) conflict with or result in a breach of the Company specifically terms, conditions or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.provisions of,

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have Agreement has been duly authorized by all necessary corporate action on the part each of the CompanyObligors, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, Agreement constitutes a valid and binding obligations obligation of each of the Company Obligors, enforceable against the Company such Obligor in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) except as enforcement thereof is subject to general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). (b) The Bonds Common Securities have been duly authorized by all necessary corporate action the Trust Agreement and, when issued and delivered by the Trust to the Company against payment therefor, will be validly issued and (subject to the terms of the Trust Agreement) fully paid and nonassessable undivided beneficial interests in the assets of the Trust; the issuance of the Common Securities is not subject to preemptive or other similar rights; and on the part Closing Date, all of the issued and outstanding Common Securities of the Trust will be directly owned by the Company free and clear of any Lien. (c) The Trust Agreement has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery thereof by the Delaware Trustee and the Property Trustee (as defined in the Trust Agreement), the Trust Agreement will constitute a valid and binding obligation of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) except as enforcement thereof is subject to general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). (cd) The Mortgage constitutes Guarantee Agreement has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company and will constitute a direct valid and valid first mortgage lien upon binding obligation of the properties Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (e) The Preferred Securities have been duly authorized by the Trust Agreement and, when issued and delivered pursuant to this Agreement against payment therefor, will be validly issued and fully paid and nonassessable undivided beneficial interests in the assets of the Company specifically Trust; the issuance of the Preferred Securities is not subject to preemptive or generally described or referred to in the Mortgage as being other similar rights, and, subject to the lien thereof and terms of the Trust Agreement, holders of Preferred Securities will create a similar lien upon all properties and assets acquired be entitled to the same limitation of personal Iiability extended to stockholders of private corporations for profit incorporated under the General Corporation Law of the State of Delaware. (f) The Subordinated Loan Agreement has been duly authorized by the Company after and, on the date hereof located in counties in which the Mortgage has Closing Date, will have been recorded duly executed and required delivered by the Mortgage to be subjected to Company and, assuming the lien due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding obligation of the Mortgage when acquired by the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject only to permitted encumbrancesgeneral principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (g) The Expense Agreement has been duly authorized by the Company and, prepaid liens on the Closing Date, will have been duly executed and Prior liens delivered by the Company and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (each as defined regardless of whether enforcement is considered in a proceeding in equity or at law). (h) The Subordinated Note has been duly authorized by the Company and, when executed, authenticated, issued and delivered in the Mortgage). The Mortgage has been recorded manner provided for in each county where such properties the Subordinated Loan Agreement and assets sold to and paid for by the Trust, the Subordinated Note will constitute a valid and binding obligation of the Company as described above are located and will be enforceable against the Company will cause the Mortgage to in accordance with its terms, except as enforcement thereof may be recorded in each county where such properties limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and assets of the Company except as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company enforcement thereof is subject to the lien general principles of the Mortgage have been recorded as equity (regardless of the date hereofwhether enforcement is considered in a proceeding in equity or at law).

Authorization, Etc. Each of the Principal Shareholders represents and warrants, severally, to the Parent and Acquisition as follows: (ai) This Agreement, that such Principal Shareholder is the Mortgage sole and exclusive record and beneficial owner of the Supplemental Indenture have been duly authorized by all necessary corporate action on the part shares of the Company's Common Stock set forth opposite such Principal Shareholder's name in SCHEDULE 3.4, free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions on transfer imposed under applicable securities laws), and, there are no agreements, arrangements or understandings to which such Shareholder is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the shares owned by such Shareholder; (ii) that such Principal Shareholder shall, at the Effective Time, deliver to the Parent certificates representing all shares of Company Stock owned by such Principal Shareholder, each such certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws); (iii) that such Principal Shareholder has all necessary legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, Agreement constitutes a valid and binding obligations obligation of the Company such Principal Shareholder enforceable against the Company in accordance with their its terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity law or at law).in equity; and (biv) The Bonds have been duly authorized that the execution and delivery of this Agreement by all necessary corporate action on such Principal Shareholder and the part consummation of the Companytransactions contemplated hereby will not (A) violate or conflict with any provision of any partnership agreement or other constitutional documents of any such Principal Shareholder that is constituted as a general or limited partnership, and when executed(B) breach, authenticated and issued by the Company in accordance violate or constitute an event of default (or an event which with the provisions lapse of time or the Mortgage and delivered giving of notice or both would constitute an event of default) under, give rise to and paid for any right of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which such Principal Shareholder is a party, or by which such Principal Shareholder or the Purchasers in accordance with the terms shares of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as Common Stock held by such enforceability Principal Shareholder may be limited by (i) applicable bankruptcybound, insolvencyor result in the creation of any lien, reorganization, moratorium claim or encumbrance or other similar laws affecting the enforcement right of creditors’ rights generally and (ii) general principles any third party of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien any kind whatsoever upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject such Principal Shareholder pursuant to the lien terms of the Mortgage have been recorded as any such instrument or obligation, which breach, violation or event of the date hereofdefault would impair such Principal Shareholder's ability to perform such Principal Shareholder's obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Principal Shareholder or by which such shares of Company Common Stock held by such Principal Shareholder may be bound.

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have Agreement has been duly authorized by all necessary corporate action on the part of the Company, and this AgreementAgreement constitutes, and upon the Mortgage amendment and the Supplemental Indenture constitute restatement thereof each Note will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have Parent Guaranty has been duly authorized by all necessary corporate action on the part of the CompanyParent and the Parent Guaranty constitutes the legal, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations obligation of the Company, in each case Parent enforceable against the Company Parent in accordance with its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) the G&K Subsidiary Guaranty constitutes the legal, valid and binding obligation of the G&K Subsidiary Guarantor enforceable against the G&K Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Mortgage Subsidiary Guaranty has been duly authorized by all necessary corporate or other action on the part of each Subsidiary Guarantor and the Subsidiary Guaranty constitutes a direct legal, valid and valid first mortgage lien upon binding obligation of each Subsidiary Guarantor enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the properties enforcement of creditors’ rights generally and assets (2) general principles of the Company specifically equity (regardless of whether such enforceability is considered in a proceeding in equity or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgageat law). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture other Note Documents have been duly authorized by all necessary corporate or partnership action on the part of the Company, and this AgreementAgreement constitutes, the Mortgage and the Supplemental Indenture constitute upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). . The Subsidiary Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (cas the case may be) The Mortgage constitutes on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a direct and valid first mortgage lien upon the properties and assets proceeding in equity or at law). Each of the Company specifically or generally described or referred to in Security Agreement and the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage other Collateral Documents has been recorded duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Affiliated Grantor and required upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Affiliated Grantor, enforceable against each Affiliated Grantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the Mortgage to be subjected to the lien enforcement of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens creditors’ rights generally and Prior liens (each as defined ii) general principles of equity (regardless of whether such enforceability is considered in the Mortgagea proceeding in equity or at law). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) This Agreement, The Financing Agreements to which the Mortgage and the Supplemental Indenture Company is a party have been duly authorized by all necessary corporate action on the part of the Companyaction, and this Agreement, the Mortgage and the Supplemental Indenture constitute a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Financing Agreements to which each of Trocana, PROP, PWSC, Sifton and Xxxxxxxx is a party have been duly authorized by all necessary corporate action, and constitute a legal, valid and binding obligation of each of Trocana , PROP, PWSC, Sifton and Xxxxxxxx, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets Financing Agreements to which each of the Company specifically Partnership, PROP LP and the NH Partnership, as applicable, is a party have been duly authorized by all necessary partnership action, and constitute a legal, valid and binding obligation of each, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally described and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or referred to in the Mortgage as being subject at law). Pursuant to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by Partnership Agreement, the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets managing partner of the Company as described above are located Partnership, is duly authorized to execute and the Company will cause the Mortgage to be recorded in each county where such properties deliver contracts and assets agreements on behalf of the Company Partnership, including the Financing Agreements to which it is a party. Pursuant to the PROP LP Partnership Agreement, the Company, as described above are located when acquiredthe general partner of PROP LP, is duly authorized to execute and deliver contracts and agreements on behalf of PROP LP, including the Financing Agreements to which it is a party. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any Pursuant to the NH Partnership Agreement, PWSC, as the managing partner of the properties or assets NH Partnership, is duly authorized to execute and deliver contracts and agreements on behalf of the Company subject NH Partnership, including the Financing Agreements to the lien of the Mortgage have been recorded as of the date hereofwhich it is a party.

Authorization, Etc. (a) This Agreement, the Mortgage Agreement and the Supplemental Indenture other Basic Documents to which each Securitization Party is a party (other than the Notes which are addressed in clause (b) below) have been duly and validly authorized by all requisite legal action and duly executed and delivered by such Securitization Party and, assuming the authorization, execution and delivery by the other parties thereto, will constitute the valid and binding agreement of such Securitization Party, as applicable, enforceable against it in accordance with its terms, except that the enforceability of this Agreement and such other Basic Documents may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Notes have been duly authorized by all necessary corporate requisite legal action on the part of the CompanyIssuer and when duly executed by the Issuer in accordance with the terms of the Indenture, assuming due authentication of the Notes by the Indenture Trustee, upon delivery to each Purchaser against payment therefor in accordance with the terms hereof, will be validly issued and this Agreement, the Mortgage delivered and the Supplemental Indenture will constitute legal, valid and binding obligations of the Company Issuer entitled to the benefits of the Indenture, enforceable against the Company Issuer in accordance with their terms, except as such that the enforceability of the Notes may be limited by (i) applicable subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other and similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by . On the Closing Date, the Notes will conform in all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled material respects to the benefits and security of form attached to the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except Indenture as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).Exhibit A. (c) The Mortgage constitutes a direct and valid first mortgage lien upon Assuming the properties and assets accuracy of the Company specifically or generally described or referred to representations and warranties of the Purchaser contained in Section 6 hereof, no registration of the Notes under the Securities Act and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required in connection with the offer and sale of the Notes in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofmanner contemplated hereby.

Authorization, Etc. (a) This Agreement, the Mortgage Collateral Documents to which the Company is a party and the Supplemental Indenture Notes have been duly authorized by all necessary corporate action on the part of the Company, and this AgreementAgreement constitutes, the Mortgage and the Supplemental Indenture constitute upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds . This Agreement and the Parent Guaranty have been duly authorized by all necessary corporate action on the part of the CompanyParent, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the MortgageAgreement constitutes, and upon execution and delivery thereof the Parent Guaranty will be constitute the legal, valid and binding obligations obligation of the CompanyParent, in each case enforceable against the Company Parent in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) . The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage Subsidiary Guaranty has been recorded duly authorized by all necessary corporate or limited liability company action on the part of each Subsidiary Guarantor and required upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the Mortgage to be subjected to the lien enforcement of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens creditors’ rights generally and Prior liens (each as defined ii) general principles of equity (regardless of whether such enforceability is considered in the Mortgagea proceeding in equity or at law). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquiredUNITED STATIONERS SUPPLY CO. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.Note Purchase Agreement

Authorization, Etc. (a) This AgreementAcquiror and each other Buyer is a corporation or other legal entity duly organized, validly existing and in good standing (in such jurisdictions where such concept is applicable) under the Mortgage laws of the jurisdiction of its incorporation or organization. Acquiror has the corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, to perform fully its obligations thereunder, and to consummate the transactions contemplated thereby. Each Buyer has the corporate or other entity power and authority, or applicable to execute and deliver each Ancillary Agreement to which it will be a party, to perform fully its obligations thereunder, and to consummate the transactions contemplated thereby. (b) The execution and delivery by Acquiror of this Agreement and each Ancillary Agreement to which it will be a party and the Supplemental Indenture consummation of the transactions contemplated thereby have been duly authorized by all necessary requisite corporate action on the part of the CompanyAcquiror. Acquiror has duly executed and delivered this Agreement and each Ancillary Agreement to which it will be a party, and this Agreement, Agreement and each Ancillary Agreement to which it will be a party is the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations obligation of the Company Acquiror, enforceable against the Company it in accordance with their its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other reorganization and similar laws affecting the enforcement of creditors’ rights creditors generally and (ii) general principles by the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable remedies. (bc) The Bonds On the Closing Date, the execution and delivery by each Buyer of each Ancillary Agreement to which it will be a party, and the consummation of the transactions contemplated thereby, will have been duly authorized by all necessary requisite corporate action on or other entity action, or applicable of such Buyer. On the part of the CompanyClosing Date, each Buyer will have duly executed and delivered each Ancillary Agreement to which it will be a party, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, each such agreement will be entitled to the benefits and security of the Mortgagelegal, and will be valid and binding obligations obligation of the Companysuch Buyer, in each case enforceable against the Company such Buyer in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganizationreorganization and similar laws, moratorium or other similar laws affecting the enforcement of creditors’ rights creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien availability of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofequitable remedies.

Authorization, Etc. (a) This Agreement, the Mortgage and the Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement, the Mortgage Indenture ----------------------------------------------------- and the Supplemental Notes. This Agreement has been duly authorized, executed and ------------- delivered by the Company; the Indenture constitute legalhas been duly authorized, executed and delivered by the Company and is a valid and legally binding obligations agreement of the Company enforceable against the Company in accordance with their its terms, except as such enforceability the enforcement thereof may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (b3) The Bonds requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign currency or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability the enforcement thereof may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (c3) The Mortgage constitutes requirements that a direct claim with respect to any Notes payable in a foreign currency or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will be substantially in a form previously certified to the Agents; and valid first mortgage lien upon each holder of Notes will be entitled to the properties and assets benefits of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofIndenture.

Authorization, Etc. (a) OF THIS AGREEMENT, THE INDENTURE AND THE NOTES. This Agreement, the Mortgage and the Supplemental Indenture have Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Company; the Indenture has been duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign or composite currency (bor a foreign or composite currency judgment in respect of such claim) The Bonds be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , and except further as enforcement thereof may be limited by requirements that a claim with respect to any Notes payable in a foreign or composite currency (cor a foreign or composite currency judgment in respect of such claim) The Mortgage constitutes be converted into U.S. dollars at a direct rate or exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will be substantially in a form previously certified to the Agents and valid first mortgage lien upon contemplated by the properties Indenture; and assets each holder of Notes will be entitled to the benefits of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofIndenture.

Authorization, Etc. (a) This Agreement, the Mortgage Notes and each other Note Document to which the Supplemental Indenture Issuer is or will be a party have been duly authorized au­thorized by all necessary corporate limited liability company action on the part of the CompanyIssuer, and this AgreementAgreement constitutes, and upon execution and delivery thereof each Note and each other Note Document to which the Mortgage and the Supplemental Indenture constitute ​ ​ Issuer is a party will constitute, a legal, valid and binding obligations obligation of the Company Issuer enforceable against the Company Issuer in accordance with their its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds This Agreement and each other Note Document to which the Parent Guarantor is or will be a party have been duly authorized by all necessary corporate action on the part of the CompanyParent Guarantor, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the MortgageAgreement constitutes, and upon execution and delivery thereof each other Note Document to which the Parent Guarantor is a party will be constitute, a legal, valid and binding obligations obligation of the Company, in each case Parent Guarantor enforceable against the Company Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Mortgage constitutes Subsidiary Guaranty Agreement and each other Note Document to which a direct and valid first mortgage lien upon Subsidiary Guarantor is or will be a party have been duly authorized by all necessary corporate or other action on the properties and assets part of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Companysuch Subsidiary Guarantor, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company Subsidiary Guaranty Agreement constitutes, and upon execution and delivery thereof each other Note Document to which a Subsidiary Guaranty is a party will cause constitute, a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Mortgage to be recorded enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county a proceeding in equity or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofat law).

Authorization, Etc. (a) This of this Agreement, the Mortgage Indenture and the Supplemental Indenture have Notes. This Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Company; the Indenture has been duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign or composite currency (bor a foreign or composite currency judgment in respect of such claim) The Bonds be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when issued, executed, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) or by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). (c) The Mortgage constitutes ; the Notes will be substantially in a direct form previously certified to the Purchasing Agent and valid first mortgage lien upon contemplated by the properties Indenture; and assets the Notes will be entitled to the benefits of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofIndenture.

Authorization, Etc. (ai) This Agreement, The Financing Agreements to which the Mortgage and the Supplemental Indenture Company is a party have been duly authorized by all necessary corporate action on the part of the Companyaction, and this Agreement, the Mortgage and the Supplemental Indenture constitute a legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cii) The Mortgage constitutes Financing Agreements to which each of Trocana, PROP and PWSC is a direct party have been duly authorized by all necessary corporate action, and constitute a legal, valid first mortgage lien upon and binding obligation of each of Trocana, PROP and PWSC, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the properties enforcement of creditors’ rights generally and assets (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The Financing Agreements to which each of the Company specifically Partnership, Canetic LP and the NH Partnership, as applicable, is a party have been duly authorized by all necessary partnership action, and constitute a legal, valid and binding obligation of each, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally described and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or referred to in the Mortgage as being subject at law). Pursuant to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by Partnership Agreement, the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets managing partner of the Company as described above are located Partnership, is duly authorized to execute and the Company will cause the Mortgage to be recorded in each county where such properties deliver contracts and assets agreements on behalf of the Company Partnership, including the Financing Agreements to which it is a party. Pursuant to the Canetic ABC Partnership Agreement, the Company, as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any the general partner of the properties or assets Canetic ABC Partnership, is duly authorized to execute and deliver contracts and agreements on behalf of the Company subject Canetic ABC Partnership, including the Financing Agreements to which it is a party. Pursuant to the lien NH Partnership Agreement, PWSC, as the managing partner of the Mortgage have been recorded as NH Partnership, is duly authorized to execute and deliver contracts and agreements on behalf of the date hereofNH Partnership, including the Financing Agreements to which is it party.

Authorization, Etc. (a) This AgreementAlibaba has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it shall be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Alibaba or any member of the Alibaba Group shall be a party, the Mortgage performance of such party’s obligations hereunder and thereunder, and the Supplemental Indenture consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary requisite corporate action of such party except for the Alibaba Shareholders Approvals. Alibaba has duly executed and delivered this Agreement and on the part Closing Date, Alibaba or the relevant member of the CompanyAlibaba Group will have duly executed and delivered the Ancillary Agreements to which it shall be a party. This Agreement constitutes, and this Agreementeach such Ancillary Agreement when so executed and delivered will constitute, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations obligation of Alibaba and the relevant member of the Company Alibaba Group enforceable against Alibaba and such member of the Company Aladdin Group and, to Alibaba’s knowledge, the other parties thereto, in accordance with its respective terms, except as (i) the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (b) Alibaba has obtained the Alibaba Shareholders Approvals; the Alibaba Shareholders Approvals comprise a sufficient number of voting shares to approve the matters set forth in the Voting Agreements, including the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Voting Agreements are enforceable against Alibaba in accordance with their terms, except as such (i) the enforceability hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally generally, and (ii) general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Bonds have been duly authorized by all necessary corporate action on the part of the Company, and when executed, authenticated and issued by the Company in accordance with the provisions of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Mortgage, and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with its terms, except as such enforceability equitable remedies may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)general applicability. (c) The Mortgage constitutes a direct and valid first mortgage lien upon the properties and assets of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereof.

Authorization, Etc. (a) OF THIS AGREEMENT, THE INDENTURE AND THE NOTES. This Agreement, the Mortgage and the Supplemental Indenture have Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Company; the Indenture has been duly authorized, executed and delivered by the Company and will be a valid and legally binding agreement of the Company, and this Agreement, the Mortgage and the Supplemental Indenture constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability enforcement thereof may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (b3) The Bonds requirements that a claim with respect to any debt securities issued under the Indenture that are payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes have been duly authorized by all necessary corporate action on the part of the CompanyCompany for offer, sale, issuance and delivery pursuant to this Agreement and, when executedissued, authenticated and issued by delivered in the Company manner provided for in accordance with the provisions Indenture and delivered against payment of the Mortgage and delivered to and paid for by the Purchasers in accordance with the terms of this Agreementconsideration therefor, will be entitled to the benefits and security of the Mortgage, and will be constitute valid and legally binding obligations of the Company, in each case enforceable against the Company in accordance with its their terms, except as such enforceability enforcement thereof may be limited by (i1) applicable bankruptcybank- ruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and generally, (ii2) general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). , (c3) The Mortgage constitutes requirements that a direct claim with respect to any Notes payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate or exchange prevailing on a date determined pursuant to applicable law or (4) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will be substantially in a form previously certified to the Agents and valid first mortgage lien upon contemplated by the properties Indenture; and assets each holder of Notes will be entitled to the benefits of the Company specifically or generally described or referred to in the Mortgage as being subject to the lien thereof and will create a similar lien upon all properties and assets acquired by the Company after the date hereof located in counties in which the Mortgage has been recorded and required by the Mortgage to be subjected to the lien of the Mortgage when acquired by the Company, subject only to permitted encumbrances, prepaid liens and Prior liens (each as defined in the Mortgage). The Mortgage has been recorded in each county where such properties and assets of the Company as described above are located and the Company will cause the Mortgage to be recorded in each county where such properties and assets of the Company as described above are located when acquired. Schedule 5.2 attached hereto sets forth each county or recording or filing district in which any of the properties or assets of the Company subject to the lien of the Mortgage have been recorded as of the date hereofIndenture.