Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. The Board of Directors of New RIT has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate of Incorporation or the New RIT Bylaws, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT, enforceable against New RIT in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The BCBSMo Board of Directors of New RIT hasand the BCBSMo Independent Committee each have, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT BCBSMo is or will be a party and authorized the execution hereof and thereof on New RIT's its behalf by its duly authorized officers and the performance by New RIT BCBSMo of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no No other corporate proceedings on the part of New RIT are BCBSMo is necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate Amended and Restated Articles of Incorporation or the New RIT Bylaws, as amended, of BCBSMo or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT BCBSMo from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT BCBSMo and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITBCBSMo, enforceable against New RIT BCBSMo in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought sough in a proceeding in equity or at law).

Authorization; No Defaults. The RIT Board of Directors of New and the RIT hasIndependent Committee each have, by all appropriate action, approved this Agreement and each of the other agreements contemplated hereby, described herein or attached hereto (collectively, the "Ancillary Agreements Agreements") to which New RIT is or will be a party and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by RIT's shareholders to the shareholders of New RIT (which the Foundationextent required by applicable law, NYSE rules and regulations and as the sole shareholder, shall do pursuant to Section 3.04(b))described herein, no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate Articles of Incorporation Incorporation, as amended, or the New RIT Bylaws, as amended, of RIT or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein and therein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT, enforceable against New RIT in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The Board of Directors of New RIT the Foundation has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT the Foundation is or will be a party and authorized the execution hereof and thereof on New RITthe Foundation's behalf by its duly authorized officers and the performance by New RIT the Foundation of its obligations hereunder and thereunderhereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no No other corporate proceedings on the part of New RIT the Foundation are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of the New RIT BylawsFoundation, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit New RIT the Foundation from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein and therein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT the Foundation and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITthe Foundation, enforceable against New RIT the Foundation in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The Heartland's Board of Directors of New RIT has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party Merger and authorized the execution hereof and thereof on New RIT's its behalf by its duly authorized officers and the performance by New RIT Heartland of its obligations hereunder hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and thereunder. Except the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders affirmative vote of New RIT (which the Foundation, as holders of two-thirds of the sole shareholder, shall do pursuant to Section 3.04(b))outstanding shares of Heartland Common, no other corporate proceedings on the part of New RIT Heartland are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyby this Agreement, including the Merger. Nothing contained in the New RIT Certificate Articles of Incorporation or the New RIT BylawsBylaws of Heartland, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this AgreementAgreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S.") by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT Heartland from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein Merger on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution Heartland and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITHeartland, enforceable against New RIT Heartland in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, except that such enforceability as the case may be subject to bankruptcybe, insolvencyBylaws, reorganizationor any promissory note, moratorium indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other similar laws now commitment or hereafter in effect relating to any other agreement or affecting creditors' rights generallyarrangement (however evidenced), whether written or oral, and general principles there has not occurred any event that, with the lapse of equity (regardless time or giving of whether enforcement is sought in notice or both, would constitute such a proceeding in equity default or at law)violation.

Authorization; No Defaults. The Board of Directors of New RIT has, execution and delivery by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party Old National and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval Merger Sub of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement Other Agreements and the Ancillary Agreements to which it is or will be a party and to consummate consummation of the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate of Incorporation or the New RIT Bylaws, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has thereby have been duly and validly executed authorized by all necessary corporate action on the part of Old National and delivered by New RIT andMerger Sub, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes this Agreement and each Other Agreement is a legal, valid and binding obligation of New RIT, Old National and Merger Sub enforceable against New RIT each of them in accordance with its respective terms, except that such as the enforceability thereof may be subject to limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws now Laws affecting the rights of creditors generally and by general equitable principles. Neither the execution and delivery by Old National and Merger Sub of this Agreement or hereafter the Other Agreements, the consummation of the Merger or the transactions contemplated hereby or thereby, nor compliance by Old National and Merger Sub with any of the provisions hereof or thereof, will: (a) violate any provision of their respective certificates or articles of incorporation and bylaws, each as amended to date; (b) constitute a material breach of or result in effect relating a default (or give rise to any rights of termination, cancellation or affecting creditors' rights generallyacceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which Old National is a party, or by which Old National or any of Old National’s properties or assets is bound or encumbered; or (c) violate any statute or Law or any judgment, decree, injunction, order, regulation or rule of any Governmental Authority applicable to Old National or Merger Sub or any of their respective properties or assets. No consent of any Governmental Authority having jurisdiction over any aspect of the business or assets of Old National or Merger Sub or any of their Subsidiaries, and general principles no consent of equity any other Person or entity, is required in connection with the execution and delivery by Old National and Merger Sub of this Agreement or the Other Agreements or (regardless except such approvals or notices as may be required by the FRB and the DFI) the consummation by them of whether enforcement is sought in a proceeding in equity or at law)the Merger and the other transactions contemplated hereby.

Authorization; No Defaults. (a) The Board Boards of Directors of New RIT hasUCBN and United Commerce have, by all appropriate action, approved this Agreement and each the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, including the taking of action specifically excepting this Agreement and the Ancillary Agreements to which New RIT is or will be a party Holding Company Merger and Bank Merger from any super-majority voting requirement otherwise imposed upon such matters by the Articles of Incorporation of UCBN, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on New RITUCBN's or United Commerce's behalf by its their respective duly authorized officers and the performance by New RIT UCBN and United Commerce of its their respective obligations hereunder and thereunderhereunder. Except for The Board of Directors of UCBN received, at the adoption and approval of meeting at which it approved this Agreement and the transactions contemplated herein by Holding Company Merger, the oral opinion of Rxxxxxxxx & Associates, LLC to the effect that, as of the date of that meeting, the Holding Company Merger was fair to the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part UCBN from a financial point of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyview. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of UCBN, as amended, or the New RIT BylawsArticles of Incorporation or Bylaws of United Commerce, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it UCBN or United Commerce is bound or subject subject, would prohibit UCBN or inhibit New RIT United Commerce from consummating consummating, or would be violated or breached by UCBN's or United Commerce’s consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Ancillary Agreements to which it is or will be a party and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution UCBN and delivery hereof by the other parties hereto, United Commerce and constitutes a legal, valid and binding obligation of New RITUCBN and United Commerce, enforceable against New RIT UCBN and United Commerce in accordance with its respective terms, except that such as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generallyor by general equity principles. No corporate acts or proceedings, other than those already taken and general principles other than the approval of equity the Merger by the holders of a majority of the outstanding shares of UCBN Common and by UCBN as sole shareholder of United Commerce are required by law to be taken by UCBN or United Commerce to authorize the execution, delivery and performance of this Agreement. (regardless b) Neither UCBN nor United Commerce is, nor will be by reason of whether enforcement the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its certificate of incorporation, charter or bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or, except as set forth in Section 2.02 of the disclosure schedule that has been prepared by UCBN and delivered by UCBN to GABC in connection with the execution and delivery of this Agreement (the “UCBN Disclosure Schedule”), any material lease, contract, or other commitment or agreement to which it is sought in a proceeding in equity party or at law)by which it or its property is bound.

Authorization; No Defaults. (a) Coast and the Bank have all requisite corporate power and authority to execute and deliver this Agreement. The Board of Directors of New RIT has, by all appropriate action, Coast has approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party Merger, and they have authorized the execution and delivery hereof on behalf of Coast and thereof on New RIT's behalf the Bank by its duly authorized officers and, subject to the requisite approval and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement by their respective shareholders, the performance of their respective obligations hereunder. Subject to the receipt of the requisite approval and the transactions contemplated herein adoption of this Agreement by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement Coast and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained Bank, nothing in the New RIT Certificate articles of Incorporation incorporation or bylaws of Coast or the New RIT BylawsBank, or any other agreement, agreement or instrument, decree, proceeding, law or regulation proceeding (except as specifically referred to in or contemplated by this Agreement) by or to which it either entity is bound or subject would prohibit or inhibit New RIT either of such corporations from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein Merger on the terms and conditions contained herein contained. (b) Other than (i) in connection or compliance with the provisions of applicable state corporate and therein. securities laws, federal securities laws, and rules of Nasdaq, (ii) consents required from, or notification, to or filings with Bank Regulators, and (iii) notices to or filings with the Internal Revenue Service, or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the Xxxx-Xxxxx-Xxxxxx Act, no notice to, registration, declaration, or filing with, order, authorization, or permit of, exemption or waiver by, or consent of, or any action by any court, governmental, regulatory, or administrative agency, commission, authority, or instrumentality, (a “Governmental Entity”) is necessary for the consummation by Coast or the Bank of this Agreement or any of the transactions contemplated hereby, other than such notices, registrations, declarations, filings, authorizations, permits, exceptions, waivers, consents, or actions, which if not made, obtained, or taken would not have or be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Coast. (c) This Agreement has been duly and validly executed and delivered by New RIT and, assuming Coast and the due authorization, execution Bank and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITCoast and the Bank, as the case may be, enforceable against New RIT each of them in accordance with its respective terms, except that such enforceability may be terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws, rules or regulations affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings are brought (the “Bankruptcy and Equity Exceptions”)). Neither Coast nor the Bank is in material conflict with, or in material default under, or in material violation of, any provision of its articles of incorporation, or bylaws, or any material promissory note, indenture, evidence of indebtedness (or security therefor), lease, contract, purchase or other similar laws now material commitment or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)agreement.

Authorization; No Defaults. The Board Boards of Directors of New RIT Stone City has, by all appropriate action, approved this Agreement Agreement, the Plan of Merger and each of the Ancillary Agreements to which New RIT is or will be a party Merger, and have authorized the execution hereof of this Agreement and thereof the Plan of Merger on New RIT's their behalf by its their duly authorized officers and the performance by New RIT Stone City and Stone City Bank of its their respective obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyhereunder. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of Stone City, as amended, or the New RIT BylawsArticles of Incorporation or Bylaws of Stone City Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it Stone City or Stone City Bank is bound or subject subject, would prohibit Stone City from consummating, or inhibit New RIT from consummating would be violated or breached by Stone City's consummation of, this Agreement Agreement, the Merger and the Ancillary Agreements to which it is or will be a party and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution Stone City and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITStone City, enforceable against New RIT Stone City in accordance with its respective terms, except that such as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generallyor by general equity principles. No corporate acts or proceedings, other than those already taken, are required by law to be taken by Stone City to authorize the execution, delivery and general principles performance, of equity (regardless this Agreement. Neither Stone City nor Stone City Bank is, nor will be by reason of whether enforcement the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its certificate of incorporation, charter or bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is sought in a proceeding in equity party or at law)by which it or its property is bound.

Authorization; No Defaults. The Board of Directors of New RIT hasBlue River, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and each the Plan of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof Merger on New RIT's its behalf by its duly authorized officers and the performance by New RIT Blue River of its obligations hereunder and thereunderhereunder. Except for Nothing in the adoption and approval Charter or Bylaws of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the FoundationBlue River, as the sole shareholderamended, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate of Incorporation any material agreement or the New RIT Bylawsinstrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it Blue River is bound or subject subject, would prohibit Blue River from consummating, or inhibit New RIT from consummating would be violated or breached by Blue River's consummation of, this Agreement and the Ancillary Agreements to which it is or will be a party Merger and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution Blue River and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITBlue River, enforceable against New RIT Blue River in accordance with its respective terms, except that such enforceability may be subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors' rights generallygenerally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Blue River is not and will not be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Blue River's Charter or Bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefore, or any material lease, contract, or other commitment or agreement to which Blue River is a party or by which it or its property is bound. Blue River has heretofore furnished to First Community complete and general principles correct copies of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)its Charter and Bylaws, each as amended to the date hereof.

Authorization; No Defaults. The Board Boards of Directors of New RIT hasPCB and Peoples have, by all appropriate necessary action, approved this Agreement Agreement, the Holding Company Merger or Bank Merger, as applicable and each of the Ancillary Agreements to which New RIT is or will be a party contemplated thereby, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on New RIT's their behalf by its their duly authorized officers and the performance by New RIT PCB and Peoples of its their respective obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyhereunder. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of PCB, as amended, or the New RIT BylawsCharter or Bylaws of Peoples, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it PCB or Peoples is bound or subject subject, would prohibit PCB or inhibit New RIT Peoples from consummating consummating, or would be violated or breached by PCB's or Peoples' consummation of, this Agreement Agreement, the Mergers and the Ancillary Agreements to which it is or will be a party and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution PCB and delivery hereof by the other parties hereto, Peoples and constitutes a legal, valid and binding obligation of New RITPCB and Peoples, enforceable against New RIT PCB and Peoples in accordance with its respective terms, except that such as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generallyor by general equity principles. No corporate acts or proceedings, other than those already taken, are required by law to be taken by PCB or Peoples to authorize the execution, delivery and general principles performance, of equity (regardless this Agreement. Neither PCB nor Peoples is, nor will be by reason of whether enforcement the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its certificate of incorporation, charter or bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is sought in a proceeding in equity party or at law)by which it or its property is bound.

Authorization; No Defaults. The Board of Directors of New RIT has1ST BANCORP, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and each the Plan of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof Merger on New RIT's its behalf by its duly authorized officers and the performance by New RIT 1ST BANCORP of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyhereunder. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of 1ST BANCORP, as amended, or the New RIT BylawsCharter or Bylaws of the Bank, as amended, or the Articles of Incorporation or Bylaws of any of the Subsidiaries, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it 1ST BANCORP, the Bank, or any of the Subsidiaries is bound or subject subject, would prohibit 1ST BANCORP from consummating, or inhibit New RIT from consummating would be violated or breached by 1ST BANCORP's consummation of, this Agreement and the Ancillary Agreements to which it is or will be a party Merger and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution 1ST BANCORP and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT1ST BANCORP, enforceable against New RIT 1ST BANCORP in accordance with its respective terms, except that such enforceability may be subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors' rights generallygenerally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Neither 1ST BANCORP, and general principles the Bank, nor any of equity the Subsidiaries is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, 1ST BANCORP's, the Bank's, or any of the Subsidiaries' articles of incorporation or bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which either 1ST BANCORP or the Bank is a party or by which it or its property is bound. (regardless of whether enforcement is sought in a proceeding in equity or at lawp).

Authorization; No Defaults. The Board of Directors of New RIT has1ST BANCORP, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and each the Plan of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof Merger on New RIT's its behalf by its duly authorized officers and the performance by New RIT 1ST BANCORP of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyhereunder. Nothing contained in the New RIT Certificate Articles of Incorporation or Bylaws of 1ST BANCORP, as amended, or the New RIT BylawsCharter or Bylaws of the Bank, as amended, or the Articles of Incorporation or Bylaws of any of the Subsidiaries, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it 1ST BANCORP, the Bank, or any of the Subsidiaries is bound or subject subject, would prohibit 1ST BANCORP from consummating, or inhibit New RIT from consummating would be violated or breached by 1ST BANCORP's consummation of, this Agreement and the Ancillary Agreements to which it is or will be a party Merger and the other transactions contemplated herein on the terms and conditions contained herein and thereincontained. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution 1ST BANCORP and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT1ST BANCORP, enforceable against New RIT 1ST BANCORP in accordance with its respective terms, except that such enforceability may be subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors' rights generallygenerally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Neither 1ST BANCORP, and general principles the Bank, nor any of equity (regardless the Subsidiaries is, nor will be by reason of whether enforcement the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, 1ST BANCORP's, the Bank's, or any of the Subsidiaries' articles of incorporation or bylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which either 1ST BANCORP or the Bank is sought in a proceeding in equity party or at law)by which it or its property is bound.

Authorization; No Defaults. The Landmark's Board of Directors of New RIT has, by all appropriate action, approved this Agreement, the Landmark Option Agreement and each of the Ancillary Agreements to which New RIT is or will be a party Merger and authorized the execution hereof and thereof on New RIT's its behalf by its duly authorized officers and the performance by New RIT Landmark of its obligations hereunder hereunder. Landmark's Board of Directors has directed that the agreement of merger (within the meaning of the DGCL) contained in this Agreement and thereunder. Except the transactions provided for by this Agreement, including the Merger, be submitted to the shareholders of Landmark for approval at the Landmark Shareholders' Meeting (as defined in Section 4.3 hereof), and, except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders affirmative vote of New RIT (which the Foundation, as holders of a majority of the sole shareholder, shall do pursuant to Section 3.04(b))outstanding shares of Landmark Common, no other corporate proceedings on the part of New RIT Landmark are necessary to approve this Agreement, the Landmark Option Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby by this Agreement, including the Merger, and therebyby the Landmark Option Agreement. Nothing contained in the New RIT Certificate of Incorporation or the New RIT BylawsBylaws of Landmark, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT Landmark from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein Merger on the terms and conditions contained herein and thereincontained. This Agreement has and the Landmark Option Agreement have been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution Landmark and delivery hereof by the other parties hereto, constitutes constitute a legal, valid and binding obligation of New RITLandmark, enforceable against New RIT Landmark in accordance with its their respective terms. Landmark and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, except that such enforceability as the case may be subject to bankruptcybe, insolvencyBylaws, reorganizationor any promissory note, moratorium indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other similar laws now commitment or hereafter in effect relating to any other agreement or affecting creditors' rights generallyarrangement (however evidenced), whether written or oral, and general principles there has not occurred any event that, with the lapse of equity (regardless time or giving of whether enforcement is sought in notice or both, would constitute such a proceeding in equity default or at law)violation.

Authorization; No Defaults. The Pinnacle's Board of Directors of New RIT has, by all appropriate action, approved this Agreement, the Pinnacle Option Agreement and each of the Ancillary Agreements to which New RIT is or will be a party Merger and authorized the execution hereof and thereof on New RIT's its behalf by its duly authorized officers and the performance by New RIT Pinnacle of its obligations hereunder hereunder. Pinnacle's Board of Directors has directed that the agreement of merger (within the meaning of the MBCA) contained in this Agreement and thereunder. Except the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Pinnacle for approval at the Pinnacle Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders affirmative vote of New RIT (which the Foundation, as holders of a majority of the sole shareholder, shall do pursuant to Section 3.04(b))outstanding shares of Pinnacle Common, no other corporate proceedings on the part of New RIT Pinnacle are necessary to approve this Agreement, the Pinnacle Option Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby by this Agreement, including the Merger, and therebyby the Pinnacle Option Agreement. Nothing contained in the New RIT Certificate Articles of Incorporation or the New RIT BylawsBylaws of Pinnacle, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT Pinnacle from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein Merger on the terms and conditions contained herein and thereincontained. This Agreement has and the Pinnacle Option Agreement have been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution Pinnacle and delivery hereof by the other parties hereto, constitutes constitute a legal, valid and binding obligation of New RITPinnacle, enforceable against New RIT Pinnacle in accordance with its their respective terms. Pinnacle and its subsidiaries are neither in default under nor in violation of any provision of their Articles of Incorporation or Association, except that such enforceability as the case may be subject to bankruptcybe, insolvencyBylaws, reorganizationor any promissory note, moratorium indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other similar laws now commitment or hereafter in effect relating to any other agreement or affecting creditorsarrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation. Holders of Pinnacle Common do not have dissenters' rights generally, and general principles of equity (regardless of whether enforcement is sought under the MBCA in a proceeding in equity or at law)connection with the Merger.

Authorization; No Defaults. The Board Boards of Directors of New RIT has, each of the CIB Parties have by all appropriate action, requisite action approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party transactions contemplated hereby and have authorized the execution hereof and thereof on New RIT's behalf by its their duly authorized officers and the performance by New RIT them of its their obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and therebyhereunder. Nothing contained in the New RIT Certificate Articles of Incorporation Incorporation, Charter or Bylaws of any of the New RIT BylawsCIB Parties, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to for the regulatory approvals contemplated in or contemplated by this AgreementSection 6.01) by or to which it any of them is bound or subject would prohibit subject, prohibits or inhibit New RIT inhibits any of them from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein Stock Purchase on the terms and conditions herein contained herein and thereinor requires that the approval of the shareholders of CIB Marine be obtained in order to authorize the consummation of the transactions contemplated by this Agreement, except that at the date hereof only, this Agreement requires the consent of the lender pursuant to the Amended Credit Agreement with M&I Marshall & Ilsley Bank ("M&I"). This Agreement has been duly and validly executed and valixxx xxxxutex xxx delivered by New RIT and, assuming each of the due authorization, execution CIB Parties and delivery hereof by constitutes the other parties hereto, constitutes a legal, valid and binding obligation of New RITeach CIB Party, enforceable against New RIT them in accordance with its respective terms. Except as set forth in Section 2.02 of that certain document delivered jointly by the CIB Parties to First Banks entitled "Disclosure Schedule" and executed by the CIB Parties and the First Banks Parties concurrently with the execution and delivery of this Agreement (the "Disclosure Schedule") neither CIB Marine, except that such enforceability may be subject to bankruptcyHillside, insolvencyBank nor any Bank Subsidiary (as defined in Section 2.03 hereof) is in default under nor in violation of any provision of its Charter, reorganizationArticles or Certificate of Incorporation, moratorium Bylaws, or any promissory note, indenture or evidence of indebtedness or security therefor, lease, contract, purchase or other similar laws now commitment or hereafter in effect relating other agreement which is material to or affecting creditors' rights generallysuch entity and its subsidiaries, and general principles of equity (regardless of whether enforcement is sought in taken as a proceeding in equity or at law)whole.