Common use of Corporate Organization Clause in Contracts

Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller ACE*COMM is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareMaryland. Seller ACE*COMM has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and or assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) Effect on ACE*COMM. The articles or certificate Amended and Restated Certificate of incorporation Incorporation and bylaws or equivalent organizational documents Amended Bylaws of each of the Subsidiaries of the SellerACE*COMM, copies of which have previously been made available to Parent and Purchaseri3, are true, correct, correct and complete copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 4.1(b) of the ACE*COMM Disclosure Schedule sets forth a true, correct and complete list of all Subsidiaries of ACE*COMM and their respective jurisdictions of incorporation or organization as of the date of this Agreement. Each Subsidiary of ACE*COMM (each, an “ACE*COMM Subsidiary”) has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of any material business conducted by it or the character or location of any material properties or assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on ACE*COMM. The constituent and other corporate governance documents of each ACE*COMM Subsidiary, copies of which have previously been made available to i3, are true, correct and complete copies of such documents as in effect as of the date of this Agreement. (c) Neither ACE*COMM nor any ACE*COMM Subsidiary has agreed or is obligated to make, or is bound by any Contract under which Contract it may become obligated to make any future investment in or capital contribution to any other entity. Neither ACE*COMM nor any ACE*COMM Subsidiary has, at any time, been a general partner of any general partnership, limited partnership or other entity.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of DelawareNew Jersey. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) The articles or Effect on Parent. Parent is registered as a bank holding company under the BHCA. Copies of the certificate of incorporation and bylaws or equivalent organizational documents by-laws of each of the Subsidiaries of the Seller, copies of which Parent have previously been made available to Parent and Purchaser, the Company; such copies are true, correct, true and complete copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Parent’s Bank is a New Jersey state chartered commercial bank. The deposit accounts of Parent’s Bank are insured by the FDIC through the FDIC’s Deposit Insurance Fund to the fullest extent permitted by Law, and all premiums and assessments required to be paid in connection therewith have been paid when due. Each of Parent's other Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of Parent’s Subsidiaries has the power and authority (corporate or other) to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Parent. Copies of the certificate of incorporation, by-laws, certificate of formation, operating agreement, as applicable, and any other governing documents of each Subsidiary of Parent have previously been made available to the Company; such copies are true and complete copies of such documents as in effect as of the date of this Agreement (c) The minute books of Parent and each of its Subsidiaries contain true and complete records of all meetings and other actions held or taken since December 31, 2021 (or since the date of formation with respect to any such entity formed on or after December 31, 2021) by their respective shareholders, members, managers and Boards of Directors (including committees of their respective Boards of Directors or managers). Copies of such minute books have been made available to the Company. (d) Except as set forth in Section 4.01(d) of the Parent Disclosure Schedule, Parent and its Subsidiaries do not own or control, directly or indirectly, any equity interest in any corporation, company, limited liability company, association, partnership, joint venture or other entity except for shares held by Parent’s Bank in a fiduciary or custodial capacity in the Ordinary Course of Business (which, except as disclosed in Section 4.01(d) of the Company Disclosure Schedule, do not in the aggregate constitute more than 5% of the voting shares or interests in any such corporation, company, limited liability company, association, partnership, joint ventures or other entity) and except that which Parent’s Bank holds pursuant to satisfaction of obligations due to Parent’s Bank and which are disclosed in Section 4.01(d) of the Company Disclosure Schedule.

Corporate Organization. (a) Seller CCT is a corporation duly organized, incorporated and validly existing and in corporate good standing under the laws of the State of DelawareMaryland and in good standing with the SDAT. Seller CCT has all the requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and each case, other than as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to CCT. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available CCT has duly elected to Parent and Purchaser, are true, correctbe regulated as a BDC, and complete copies of such documents as currently election has not been revoked or withdrawn and is in full force and effect. (b) Section 5.1(b) True, complete and correct copies of the Seller Disclosure Schedule sets forth charter of CCT (the name “CCT Charter”) and jurisdiction the Second Amended and Restated Bylaws of organization CCT (the “CCT Bylaws”), as in effect as of each the date of this Agreement, have previously been publicly filed by CCT. (c) Each Consolidated Subsidiary of Seller. Each of Seller’s Subsidiaries CCT (i) is duly organizedincorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and, if applicable, and in corporate good standing under the laws Laws of the its jurisdiction of its organization. Each of Seller’s Subsidiaries , (ii) has all the requisite corporate (or similar) power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where other than in the failure to be so licensed or qualified case of clauses (ii) and in good standing has not had and (iii), as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to CCT. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Viking is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNevada. Seller Viking has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Viking is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Viking. The Certificate True and complete copies of the Articles of Incorporation of Viking (the “Viking Articles of Incorporation”) and the Bylaws of SellerViking (the “Viking Bylaws”), copies in each case as in effect as of which the date of this Agreement, have previously been made available by Viking to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCamber. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries Viking (a “Viking Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and in which the failure to be so licensed or qualified or in good standing would reasonably be expected to have a Material Adverse Effect on Viking, and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries is duly licensed any Viking Subsidiary to pay dividends or qualified to do business distributions except for restrictions imposed by applicable Law or, in each jurisdiction the case of non-wholly owned Subsidiary joint ventures, joint venture agreements in which the nature effect as of the business conducted date of this Agreement made available by it or the character or location Viking to Camber. Section 4.1(b) of the properties Viking Disclosure Schedule sets forth a true and assets ownedcomplete list of all Viking Subsidiaries as of the date hereof. No Viking Subsidiary is in violation of any of the provisions of the articles of incorporation or bylaws (or comparable organizational documents) of such Viking Subsidiary. There is no person whose results of operations, leasedcash flows, changes in stockholders’ equity or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or financial position are consolidated in the aggregate, a Seller Material Adverse Effectfinancial statements of Viking other than the Viking Subsidiaries. No Viking Subsidiary owns any capital stock of Viking. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller i3 is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller i3 has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and or assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) Effect on i3. The articles or certificate Amended and Restated Certificate of incorporation Incorporation and bylaws or equivalent organizational documents Amended and Restated By-Laws of each of the Subsidiaries of the Selleri3, copies of which have previously been made available to Parent and PurchaserACE*COMM, are true, correct, correct and complete copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Section 3.1(b) of the i3 Disclosure Schedule sets forth a true, correct and complete list of all Subsidiaries of i3 and their respective jurisdictions of incorporation or organization as of the date of this Agreement. Each Subsidiary of i3 (each, an “i3 Subsidiary”) has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of any material business conducted by it or the character or location of any material properties or assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on i3. The constituent and other corporate governance documents of each i3 Subsidiary, copies of which have previously been made available to ACE*COMM, are true, correct and complete copies of such documents as in effect as of the date of this Agreement. (c) Neither i3 nor any i3 Subsidiary has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect (each, a “Contract”) under which Contract it may become obligated to make any future investment in or capital contribution to any other entity. Neither i3 nor any i3 Subsidiary has, at any time, been a general partner of any general partnership, limited partnership or other entity.

Corporate Organization. (a) Seller Cascade is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareOregon, and is a bank holding company duly registered under the BHC Act. Seller Cascade has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The Effect on Cascade. True and complete copies of the articles or certificate of incorporation of Cascade (the “Cascade Articles”) and bylaws or equivalent organizational documents of each Cascade (the “Cascade Bylaws”), as in effect as of the Subsidiaries date of the Sellerthis Agreement, copies of which have previously been made available by Cascade to Parent Home. (b) Each Subsidiary of Cascade (a “Cascade Subsidiary” or a “Subsidiary of Cascade”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Cascade, and (iii) has all requisite corporate or entity power and authority to own or lease its properties and assets as presently owned, operated or leased and to carry on its business as now conducted. There are trueno restrictions on the ability of any Subsidiary of Cascade to pay dividends or distributions except, correctin the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Cascade that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and to the knowledge of Cascade, no proceedings for the termination of such insurance are pending or threatened. Cascade’s Annual Report on Form 10-K for the year ended December 31, 2012 includes a true and complete list of all Significant Subsidiaries of Cascade, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act, as of the date hereof. True and complete copies of the organization and governing documents of each such documents Significant Subsidiary, as currently in effecteffect as of the date hereof, have been previously made available by Cascade to Home.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of DelawareNew York. Seller The Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. Effect on the Company. The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (c) The articles or the “BHCA”). Copies of the certificate of incorporation and bylaws or equivalent organizational documents of each by-laws of the Subsidiaries of the Seller, copies of which Company have previously been made available to Parent and Purchaser, Parent; such copies are true, correct, true and complete copies of such documents as currently in effecteffect as of the date of this Agreement. (b) The Company’s Bank is a national banking association organized under the laws of the United States. The deposit accounts of the Company’s Bank are insured by the FDIC through the FDIC’s Deposit Insurance Fund to the fullest extent permitted by Law, and all premiums and assessments required to be paid in connection therewith have been paid when due. Each of the Company's other Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of the Company's Subsidiaries has the power and authority (corporate or other) to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on the Company. Copies of the certificate of incorporation, by-laws, certificate of formation, operating agreement, as applicable, and any other governing documents of each Subsidiary of the Company have previously been made available to Parent; such copies are true and complete copies of such documents as in effect as of the date of this Agreement. (c) The minute books of the Company and each of its Subsidiaries contain true and complete records of all meetings and other actions held or taken since December 31, 2021 (or since the date of formation with respect to any such entity formed on or after December 31, 2021) by their respective shareholders, members, managers and Boards of Directors (including committees of their respective Boards of Directors or managers). Copies of such minute books have been made available to Parent. (d) Except as set forth in Section 3.01(d) of the Company Disclosure Schedule, the Company and its Subsidiaries do not own or control, directly or indirectly, any equity interest in any corporation, company, limited liability company, association, partnership, joint venture or other entity except for shares held by the Company’s Bank in a fiduciary or custodial capacity in the Ordinary Course of Business (which, except as disclosed in Section 3.01(d) of the Company Disclosure Schedule, do not in the aggregate constitute more than 5% of the voting shares or interests in any such corporation, company, limited liability company, association, partnership, joint ventures or other entity) and except that which the Company’s Bank holds pursuant to satisfaction of obligations due to the Company’s Bank and which are disclosed in Section 3.01(d) of the Company Disclosure Schedule.

Corporate Organization. (a) Seller SIC is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of Maryland. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Each of SIC and Merger Sub has all the requisite corporate power and corporate authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on SIC. (cb) The articles or certificate of incorporation True, complete and bylaws or equivalent organizational documents of each correct copies of the Subsidiaries of the SellerSIC Charter, copies of which SIC Bylaws, Merger Sub Certificate and Merger Sub Bylaws have previously been made available to Parent MDLY. SIC is not in violation of the SIC Charter or the SIC Bylaws. (c) Except for Merger Sub and Purchaseras set forth in Section 5.1(c) of the Disclosure Schedule, are trueSIC has no Subsidiaries or other equity interest in any other Person. Each of SIC’s Subsidiaries (i) is duly formed and validly existing and in good standing under the laws of the state of its formation, correct(ii) has the requisite corporate or other organizational power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Material Adverse Effect on SIC. True, complete and complete correct copies of such documents as currently the Organizational Documents of each Subsidiary of SIC have previously been made available to MDLY. No Subsidiary of SIC is in effectviolation of its Organizational Documents.

Corporate Organization. (a) Seller FNB is a corporation duly organized, validly existing and in corporate good standing under the laws of the State Commonwealth of DelawarePennsylvania. Seller FNB has all requisite the corporate power and authority and has all licenses, permits and authorizations of applicable Governmental Entities required to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the such failure to be so licensed or qualified would not have a Material Adverse Effect upon FNB. (b) True and complete copies of the articles of incorporation (the “FNB Charter”) and bylaws of FNB (the “FNB Bylaws”), each as amended, supplemented, restated and/or otherwise modified and in effect as of the date of this Agreement, have previously been made available to HBI. (c) FNB Bank is a national banking association organized under the National Bank Act and regulated by OCC. FNB Bank is duly organized, and validly existing and in good standing under the laws of the United States and has the requisite power and authority, corporate or otherwise, to own its property and carry on its business as presently conducted, but is not had and qualified to do business in any other jurisdiction or required to be qualified to do business in any other jurisdiction except where the failure to be so qualified would not have a Material Adverse Effect on FNB. Each FNB Subsidiary (i) was duly organized, (ii) is validly existing and in good standing under the laws of its jurisdiction of organization, (iii) is duly licensed or qualified to do business in, and in good standing under the laws of, all jurisdictions, whether federal, state, local or foreign, where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iv) has all requisite corporate power and authority, and has all licenses, permits and authorizations of applicable Governmental Entities required, to own or lease its properties and assets and to carry on its business as now conducted, except for purposes of clause (iii) only, as would not be reasonably be expected likely to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) Effect on FNB. The articles or certificate of incorporation charter documents and bylaws or equivalent organizational documents of each Subsidiary of FNB that is a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X of the Subsidiaries of the SellerSEC, copies of which have previously been made available to Parent and PurchaserHBI, are true, correct, true and complete correct copies of such documents as currently amended, supplemented, restated and/or otherwise modified and in effecteffect on the date of this Agreement.

Corporate Organization. (a) Seller SVB Financial is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the BHC Act that has elected to be treated as financial holding company under the BHC Act. Seller SVB Financial has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Seller SVB Financial is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on SVB Financial. The Certificate of Incorporation True and the Bylaws of Seller, complete copies of which the SVB Financial Certificate and SVB Financial Bylaws, as in effect as of the date of this Agreement, have previously been made available by SVB Financial to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectBoston Private. (b) Section 5.1(bSVB Bank (i) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified and in which the failure to be so licensed or qualified or in good standing would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SVB Financial and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed have such corporate power or qualified and in good standing has not had and authority would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to be material to SVB Financial and its Subsidiaries, taken as a Seller Material Adverse Effect. whole. There are no restrictions on the ability of SVB Bank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all such regulated entities under applicable law. The deposit accounts of SVB Bank are insured by the FDIC through the Deposit Insurance Fund (cas defined in Section 3(y) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to SVB Financial’s knowledge, threatened. There are no Subsidiaries of the Seller, copies of which SVB Financial other than SVB Bank that have previously been made available or are required to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effecthave deposit insurance.

Corporate Organization. (a) Seller CBC is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareCalifornia and is a bank holding company duly registered under the BHC Act. Seller CBC has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller CBC is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on CBC. The Certificate True and complete copies of Incorporation the CBC Articles and the Bylaws CBC Bylaws, as in effect as of Sellerthe date of this Agreement, copies of which have previously been made available by CBC to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectSCB. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries CBC (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on CBC and (iii) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s CBC or any Subsidiary of CBC to pay dividends or distributions except those provided by applicable Law and, in the case of a Subsidiary of CBC that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of CBC that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. There are no Subsidiaries is duly licensed of CBC other than CBC Bank that have or qualified are required to do business in each jurisdiction in which the nature have deposit insurance. Section 5.01(b) of the business conducted by it or the character or location CBC Disclosure Schedule sets forth a true and complete list of all Subsidiaries of CBC and their jurisdictions of organization as of the properties date hereof. True and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where complete copies of the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Subsidiary of CBC as in effect as of the Subsidiaries date of the Seller, copies of which this Agreement have previously been made available by CBC to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectSCB.

Corporate Organization. (ai) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareMaryland and is a bank holding company duly registered under the Bank Holding Company Act of 1956 (“BHC Act”). Seller The Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller The Company is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The Certificate True, correct and complete copies of Incorporation the Company Articles and the Company Bylaws (as defined below) as in effect as of Seller, copies the date of which this Agreement have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (bii) Section 5.1(b) of Except as would not, either individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, reasonably be expected to have a Material Adverse Effect, each Subsidiary of Seller. Each of Seller’s Subsidiaries the Company (a “Company Subsidiary”) (A) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (B) is duly licensed or qualified to do business and, where such concept is recognized under Law, in good standing in all jurisdictions where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing, and (C) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s any Company Subsidiary to pay dividends or distributions except, in the case of a Company Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similarly regulated entities. Other than Company Bank and those Subsidiaries is duly licensed or qualified to do business set forth in each jurisdiction in which the nature Section 2.2(a)(ii) of the business conducted by it or the character or location Company Disclosure Schedule, there are no Company Subsidiaries as of the properties date hereof. (iii) The deposit accounts of Company Bank, are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by Law, all premiums and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure assessments required to be so licensed paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or qualified and threatened. Company Bank is a member in good standing has not had of the Federal Home Loan Bank of San Francisco and would not reasonably be expected to have, either individually or in owns the aggregate, a Seller Material Adverse Effectrequisite amount of stock therein. (civ) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each As of the Subsidiaries date hereof, other than as set forth in Section 2.2(a)(iv) of the SellerCompany Disclosure Schedule, copies the Company does not have any equity interests or other investments in any corporation, limited liability company, partnership, trust, joint venture, or other entity that is not a Subsidiary of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectthe Company.

Corporate Organization. (a) Seller Golden State is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller Golden State has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary. Golden State is duly registered as a unitary savings and loan holding company under the Home Owners' Loan Act of 1933, except where as amended (the failure to be so licensed or qualified "HOLA"). The Certificate of Incorporation and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate Bylaws of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the SellerGolden State, copies of which have previously been made available to Parent and PurchaserHoldings, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (b) As of the Effective Time, Merger Sub will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. GFB is a stock savings bank duly organized, validly existing and in good standing under the laws of the United States of America. The deposit accounts of GFB are insured by the Federal Deposit Insurance Corporation (the "FDIC") through the Savings Association Insurance Fund (the "SAIF") to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due. Each of Golden State's other Subsidiaries is a corpora- tion duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of Golden State's Subsidiaries has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary. The articles of incorporation, bylaws and similar governing documents of each Subsidiary of Golden State, copies of which have previously been made available to Parent Holdings, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. (c) The minute books of Golden State and each of its Subsidiaries contain true and correct records of all meetings and other corporate actions held or taken since June 30, 1995 of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the BHC Act. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Parent Certificate and Parent Bylaws, as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to the Company. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are trueis duly qualified to do business and, correctwhere such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Parent, and complete copies has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents as currently in effectinsurance are pending or threatened.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller The Company is a bank holding company and a financial holding company registered under the United States Bank Holding Company Act of 1956, as amended (the “BHCA”). The Company has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The copies of the amended and restated certificate of incorporation and the by-laws of the Company that have previously been made available to Parent are true, complete and correct copies of such documents as in effect as of the date of this Agreement. (c) Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, each Subsidiary of the Company (i) is duly organized and validly existing as a national bank, corporation or partnership and is in good standing has not had under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and in which the failure to be so qualified would not have or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. Effect on the Company and (ciii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. The articles or certificate of incorporation incorporation, by-laws and bylaws or equivalent organizational similar governing documents of each Subsidiary of the Subsidiaries of the SellerCompany, copies of which have previously been made available to Parent and PurchaserParent, are true, correctcomplete and correct as of the date of this Agreement. (d) Except for its ownership of TD Banknorth, and complete copies N.A., the Company does not own, either directly or through its Subsidiaries, any stock or equity interest in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)). The deposits of such documents as currently in effectTD Banknorth, N.A. are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by law.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of DelawareGeorgia. Seller The Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. (cb) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been Company has made available to Parent copies of the amended and Purchaserrestated articles of incorporation of the Company (the “Company Charter”) and the bylaws of the Company (the “Company Bylaws”), are true, correcteach as amended through the date hereof, and complete copies each as in effect as of the date of this Agreement. (c) Section 3.1(c) of the Company Disclosure Letter sets forth a list of each Company Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, and the jurisdictions in which each Company Subsidiary is authorized to conduct business. Each Company Subsidiary (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all the corporate or limited liability company power and authority to own or lease its properties and assets and to carry on its business as now conducted, in the case of clause (ii), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As used in this Agreement, the word “Subsidiary” when used with respect to any Person, means another Person: (i) any amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body; or (ii) more than 50% of the Equity Interests of which is owned directly or indirectly by such documents first Person. The term “Company Subsidiary” means any direct or indirect Subsidiary of the Company, except that for the purposes of Section 3.18(k) only, “Company Subsidiary” also means any Person that is an “affiliate” of the Company as currently the term “affiliate” is used in effect18 C.F.R. Sec. 35.36(a)(9). The term “Parent Subsidiary” means any direct or indirect Subsidiary of Parent and will include (A) Merger Sub prior to the Effective Time and (B) the Surviving Corporation as of and after the Effective Time.

Corporate Organization. (a) Seller Capital One is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware, is a bank holding company duly registered under the BHC Act and has elected to be treated as a financial holding company under the BHC Act. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Each of Capital One and Merger Sub has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Each of Capital One and Merger Sub is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Capital One. The True and complete copies of the Restated Certificate of Incorporation of Capital One (the “Capital One Charter”) and the Amended and Restated Bylaws of SellerCapital One (the “Capital One Bylaws”) and the certificate of incorporation of Merger Sub (the “Merger Sub Charter”) and the bylaws of Merger Sub (the “Merger Sub Bylaws”), copies in each case as in effect as of which the date of this Agreement, have previously been made available by Capital One to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectDiscover. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries Capital One (a “Capital One Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and in which the failure to be so licensed or qualified or in good standing would reasonably be expected to have a Material Adverse Effect on Capital One and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries Capital One or any Subsidiary of Capital One to pay dividends or distributions except, in the case of Capital One or a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all similarly regulated entities. The deposit accounts of each Subsidiary of Capital One that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in each jurisdiction in which the nature Section 3(y) of the business conducted Federal Deposit Insurance Act of 1950) to the fullest extent permitted by it law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or the character or location threatened. Section 4.1(b) of the properties Capital One Disclosure Schedule sets forth a true and assets ownedcomplete list of all Subsidiaries of Capital One that would constitute significant Subsidiaries. There is no person whose results of operations, leasedcash flows, changes in stockholders’ equity or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or financial position are consolidated in the aggregate, a Seller Material Adverse Effectfinancial statements of Capital One other than the Capital One Subsidiaries. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller . (b) The Company has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Seller The Company is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Sellerthe Company, copies of which have previously been made available provided to Parent and PurchaserMerger Sub, are true, correct, and complete copies of such documents as currently in effect. (bc) Section 5.1(bThe Subsidiaries set forth on Schedule 3.1(c) of the Seller Company Disclosure Schedule sets forth Letter attached hereto are the name and jurisdiction only Subsidiaries of organization of each Subsidiary of Sellerthe Company. Each of Sellerthe Company’s Subsidiaries is a corporation or a limited liability company, as applicable, duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the jurisdiction of its organization. Each of Sellerthe Company’s Subsidiaries has all requisite limited liability company, limited partnership, corporate or other similar power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Each of Sellerthe Company’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. . For the purpose of this Section 3.1(c), the term Subsidiaries shall include only “significant subsidiaries” (cas such term is defined Rule 1-02(w) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Regulation S-X as promulgated by the SEC under the Exchange Act) of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCompany.

Corporate Organization. (a) Seller Montage is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of DelawareDelaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia. Seller Montage has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Montage. (b) Complete copies of the articles of incorporation and bylaws of Montage (the “Montage Organizational Documents”), as in effect as of the date of this Agreement, have previously been made available to Marigold. (c) Each of the Montage Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified and in good standing has not had and or to have such power or authority would not reasonably be expected to havenot, either individually or in the aggregate, be reasonably likely to have a Seller Material Adverse EffectEffect on Montage. Section 4.1(c) of the Montage Disclosure Letter sets forth as of the date of this Agreement the name of each Montage Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Montage Subsidiary. (cd) The articles Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Except for the obligations or certificate liabilities incurred in connection with its organization and the transactions contemplated by this Agreement (including the Transaction Financing), Merger Sub has not, and will not have prior to the Effective Time, incurred, directly or indirectly through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of incorporation and bylaws any type or equivalent organizational documents of each kind whatsoever or entered into any agreements or arrangements with any Person. (e) As of the date of this Agreement, Montage does not hold any interests, either directly or indirectly, in any other entities (other than the shares or other Equity Interests in Subsidiaries of Montage as set forth on Section 4.1(c) of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectMontage Disclosure Letter).

Corporate Organization. (a) Seller Buyer is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller Buyer has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where . Buyer is duly registered as a bank holding company under the failure to be so licensed or qualified BHC Act. The Restated Certificate of Incorporation and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate By-laws of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the SellerBuyer, copies of which have previously been made available to Parent and Purchaserthe Company, are true, correct, true and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (b) North Fork Bank ("Buyer Bank") is a commercial bank duly organized, validly existing and in good standing under the laws of the State of New York. The deposit accounts of Buyer Bank are insured by the FDIC through the Bank Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required in connection therewith have been paid when due. Each of Buyer's other Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Subsidiary of Buyer has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. The articles of organization and by-laws of Buyer Bank, copies of which have previously been made available to the Company, are true and correct copies of such documents as in effect as of the date of this Agreement. (c) The minute books of Buyer and each of its Subsidiaries contain true and correct records of all meetings and other corporate actions held or taken since December 31, 1996 of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

Corporate Organization. (ai) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956 (“BHC Act”). Seller The Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller The Company is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The True, correct and complete copies of the Company Certificate of Incorporation and the Company Bylaws (as defined below) as in effect as of Seller, copies of which the entry into this Agreement have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (bii) Section 5.1(b) of Except as would not, either individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, reasonably be expected to have a Material Adverse Effect, each Subsidiary of Seller. Each of Seller’s Subsidiaries the Company (a “Company Subsidiary”) (A) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (B) is duly licensed or qualified to do business and, where such concept is recognized under Law, in good standing in all jurisdictions where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing, and (C) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries any Company Subsidiary to pay dividends or distributions except, in the case of a Company Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business in each jurisdiction in which the nature all similarly regulated entities. Other than Flagstar Bank, National Association, a national banking association and a wholly-owned Subsidiary of the business conducted by it or the character or location Company (“Company Bank”), and those Subsidiaries set forth in Section 2.2(a)(ii) of the properties Company Disclosure Schedule, there are no Company Subsidiaries that would constitute “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC as of the entry into this Agreement. (iii) The deposit accounts of Company Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by Law, all premiums and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure assessments required to be so licensed paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or qualified and threatened. Company Bank is a member in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries Federal Home Loan Bank of New York and owns the Seller, copies requisite amount of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectstock therein.

Corporate Organization. (a) Seller Hxxxxx United is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNew Jersey. Seller Hxxxxx United is registered with the Federal Reserve Board as a bank holding company under the BHC Act. Hxxxxx United has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Hxxxxx United is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature (whether federal, state, local or foreign) where its ownership or leasing of the business conducted by it property or the character conduct of its business requires it to be so licensed or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified and or in corporate good standing has not and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. Effect on Hxxxxx United. (b) The Certificate of Incorporation and the Bylaws of Seller, copies of which the Hxxxxx United Certificate and Hxxxxx United Bylaws that have previously been made available to Parent and Purchaser, filed by Hxxxxx United with the SEC are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (bc) Except as set forth in Section 5.1(b4.1(c) of the Seller Hxxxxx United Disclosure Schedule sets forth the name and jurisdiction of organization of Schedule, each Subsidiary of Seller. Each of Seller’s Subsidiaries Hxxxxx United (i) is duly organized, organized and validly existing and, if applicable, and is in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified or in good standing would not have or reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Hxxxxx United and (iii) has all requisite corporate or other power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational similar governing documents of each Subsidiary of the Subsidiaries of the SellerHxxxxx United, copies of which have previously been made available to Parent and PurchaserTD Banknorth, are true, correctcomplete and correct as of the date of this Agreement. (d) Hxxxxx United Bank is a New Jersey-chartered bank and the only Subsidiary of Hxxxxx United that is a depository institution (as defined at 12 U.S.C. §1813(c)(1)). Hxxxxx United Bank is a member of the BIF, and complete copies the deposit accounts of such documents as currently in effectHxxxxx United Bank are insured by the FDIC (BIF and, with respect to certain deposits, SAIF) to the maximum extent provided by applicable law. Hxxxxx United Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations.

Corporate Organization. (a) Seller TD Banknorth is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller TD Banknorth is a bank holding company and a financial holding company registered under the BHC Act. TD Banknorth has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller TD Banknorth is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature (whether federal, state, local or foreign) where its ownership or leasing of the business conducted by it property or the character conduct of its business requires it to be so licensed or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified and or in corporate good standing has not and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. Effect on TD Banknorth. (b) The Certificate of Incorporation and the Bylaws of Seller, copies of which the TD Banknorth Certificate and TD Banknorth Bylaws that have previously been made available to Parent and Purchaser, Hxxxxx United are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (bc) Except as set forth in Section 5.1(b5.1(c) of the Seller TD Banknorth Disclosure Schedule sets forth the name and jurisdiction of organization of Schedule, each Subsidiary of Seller. Each of Seller’s Subsidiaries TD Banknorth (i) is duly organized, organized and validly existing and, if applicable, and is in corporate good standing under the laws of the its jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature (whether federal, state, local or foreign) where its ownership or leasing of the business conducted by it property or the character conduct of its business requires it to be so licensed or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified and or in good standing has not had and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. Effect on TD Banknorth and (ciii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. The articles or certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational similar governing documents of each Significant Subsidiary of the Subsidiaries of the SellerTD Banknorth, copies of which have previously been made available to Parent and PurchaserHxxxxx United, are true, correctcomplete and correct as of the date of this Agreement. (d) TD Banknorth, NA is a national bank and is the only Subsidiary of TD Banknorth that is a depository institution (as defined at 12 U.S.C. §1813(c)(1)). TD Banknorth, NA is a member of the BIF, and complete copies the deposit accounts of such documents as currently in effectTD Banknorth, NA are insured by the FDIC (BIF and, with respect to certain deposits, SAIF) to the maximum extent provided by applicable law. TD Banknorth, NA has paid all deposit insurance premiums and assessments required by applicable laws and regulations.

Corporate Organization. (a) Seller BANC ONE is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareOhio. Seller BANC ONE has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on BANC ONE. BANC ONE is, and at the Effective Time Newco will be, duly registered as a bank holding company under the BHC Act. True and complete copies of the Restated Articles of Incorporation (the "BANC ONE Articles") and Regulations (the "Regulations") of BANC ONE, and of the Certificate of Incorporation (the "Newco Certificate of Incorporation") and By-Laws of Newco, in each case as in effect as of the date of this Agreement, have previously been made available by BANC ONE to FCN. (b) Each BANC ONE Subsidiary (i) is duly organized and validly existing as a bank, corporation, partnership or limited liability company under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing has not had in all jurisdictions (whether Federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on BANC ONE, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents minute books of each of BANC ONE and Newco accurately reflect in all material respects all corporate actions held or taken since January 1, 1996 (or the Subsidiaries date of its incorporation, in the case of Newco) of its stockholders and Board of Directors (including committees of the Seller, copies Board of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies Directors of such documents as currently in effectBANC ONE).

Corporate Organization. (a) Seller SCB is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareCalifornia and is a bank holding company duly registered under the BHC Act. Seller SCB has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller SCB is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on SCB. The Certificate of Incorporation True and the Bylaws of Seller, complete copies of which the SCB Articles and SCB Bylaws, as in effect as of the date of this Agreement, have previously been made available by SCB to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCBC. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries SCB (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on SCB, and (iii) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s SCB or any Subsidiary of SCB to pay dividends or distributions except those provided by applicable Law and, in the case of a Subsidiary of SCB that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of SCB that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. There are no Subsidiaries is duly licensed of SCB other than BSC Bank that have or qualified are required to do business in each jurisdiction in which the nature have deposit insurance. Section 6.01(b) of the business conducted by it or the character or location SCB Disclosure Schedule sets forth a true and complete list of all Subsidiaries of SCB and their jurisdictions of organization as of the properties date hereof. True and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where complete copies of the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Subsidiary of SCB as in effect as of the Subsidiaries date of the Seller, copies of which this Agreement have previously been made available by SCB to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCBC.

Corporate Organization. (a) Seller Each of the Parent and Acquisition Corp. is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller Each of the Parent and Acquisition Corp. has all requisite corporate power and authority to own, operate and lease or operate all of its the properties and assets it now owns, operates and leases and to carry on its business as it is now being presently conducted. Seller is The Parent and Acquisition Corp. are each duly licensed or qualified to do transact business as a foreign corporation and is are each in corporate good standing in each jurisdiction in which the jurisdictions where such qualification is required by reason of the nature of the business conducted by it or the character or location of the properties and assets currently owned, operated or leased by the Parent or operated Acquisition Corp. or the business currently conducted by it makes such licensing or qualification necessarythem, except for such jurisdictions where the failure to be so licensed or qualified would not have a Parent Material Adverse Effect (as defined below). Acquisition Corp. is a corporation newly formed by Parent and in corporate good standing has not and would not reasonably be expected to have, either individually conducted any business other than as expressly set forth in or in the aggregate, a Seller Material Adverse Effectcontemplated by this Agreement. The Parent has previously made available to the Company complete and correct copies of (i) its Certificate of Incorporation and all amendments thereto as of the Bylaws date hereof (certified by the Secretary of SellerState of Delaware as of a recent date) and its By-Laws (certified by the Secretary of the Parent as of a recent date) and (ii) the Certificate of Incorporation of Acquisition Corp. and all amendments thereto as of the date hereof (certified by the Secretary of State of the State of Delaware as of a recent date) and the By-Laws of Acquisition Corp. (certified by the Secretary of Acquisition Corp. as of a recent date). Neither the Certificate of Incorporation nor the By-Laws of the Parent or Acquisition Corp. have been amended since the respective dates of certification thereof, copies nor has any action been taken for the purpose of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies effecting any amendment of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Sellerinstruments. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller The term “Parent Material Adverse Effect. (c) The articles ” means for purposes of this Agreement, any change, event or certificate effect that is, or that is reasonably likely to be, materially adverse to the business, operation, assets, liabilities, financial condition or results of incorporation and bylaws or equivalent organizational documents of each operations of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaserits subsidiaries (including Acquisition Corp.), are true, correct, and complete copies of such documents taken as currently in effecta whole.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Georgia. Merger Sub is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller . (b) Parent has all requisite corporate power and authority and all necessary governmental approvals to own, lease or and operate all of its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Seller Parent is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Parent Material Adverse Effect. The Certificate of Incorporation and the Bylaws of SellerParent and the Certificate of Formation and Limited Liability Company Agreement of Merger Sub, copies of which have previously been made available to Parent and Purchaserthe Company, are true, correct, correct and complete copies of such documents as currently in effect. (bc) Section 5.1(bMerger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. The issued and outstanding limited liability company interest of Merger Sub, is validly issued, fully paid and nonassessable and is owned, beneficially and of record, by Parent, free and clear of any Encumbrance. Except for obligations and liabilities incurred in connection with its formation and the transactions contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person that would impair in any material respect the ability of each of Parent and Merger Sub, as the case may be, to perform its respective obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (d) The Subsidiaries set forth on Schedule 4.1(d) of the Seller Parent Disclosure Schedule sets forth Letter attached hereto are the name and jurisdiction only Subsidiaries of organization of each Subsidiary of SellerParent. Each of SellerParent’s Subsidiaries is a corporation or a limited liability company, as applicable, duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the jurisdiction of its organization. Each of SellerParent’s Subsidiaries has all requisite limited liability company, limited partnership, corporate or other similar power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect. Each of SellerParent’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Parent Material Adverse Effect. For the purpose of this Section 4.1(d), the term Subsidiaries shall include only “significant subsidiaries” (as such term is defined Rule 1-02(w) of Regulation S-X as promulgated by the SEC under the Exchange Act) of Parent. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Florida and each has all requisite corporate power and authority to own, lease or and operate all of its properties and assets and to carry on its business businesses as it is now being conducted and proposed by Parent to be conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified duly organized, existing and in corporate good standing or to have such power and authority would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The certificate of incorporation of each of Parent and Merger Sub is in effect, and no dissolution, revocation or forfeiture proceedings regarding Parent or Merger Sub have been commenced. (c) Parent has made available to the Company correct and complete copies of the certificate of incorporation and bylaws of Parent and the certificate of incorporation and bylaws of Merger Sub, in each case as currently in effect. (d) Parent and each Parent Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Parent’s Knowledge, is not under any investigation with respect to and has not and been threatened to be charged with or given notice of any violation of, any applicable Law except for failure to comply or violations that would not reasonably be expected to have, either individually or in the aggregate, a Seller Parent Material Adverse Effect. The Certificate Neither Parent nor any Parent Subsidiary is in violation of Incorporation any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that any Parent Subsidiary is in violation of any Law to which Parent or any Parent Subsidiary or any of their properties or assets is subject, where such violation, alone or together with all other violations, would have a Parent Material Adverse Effect. Parent and the Bylaws of SellerParent Subsidiaries have obtained all licenses, copies of which have previously been made available to Parent permits and Purchaser, are true, correct, other authorizations and complete copies of such documents as currently has taken all actions required by applicable Law or governmental regulations in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on connection with its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed obtain any such license, permit or qualified and in good standing has not had and authorization or to take any such action, alone or together with all other such failures, would not reasonably be expected to have, either individually or in the aggregate, have a Seller Parent Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Raritan is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller Raritan has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business conducted and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations, assets or financial condition of Raritan on a consolidated basis. Raritan is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended ("BHCA"). (b) Each of the Subsidiaries of Raritan are listed in the Raritan Disclosure Schedule. The term "Subsidiary", when used in this Agreement with respect to Raritan, means any corporation, joint venture, association, partnership, trust or other entity in which Raritan has, directly or indirectly at least a 50% interest or acts as a general partner. Each Subsidiary of Raritan is duly organized, validly existing and in good standing under the laws of its state of incorporation. The Bank is a New Jersey-chartered stock savings bank whose deposits are insured to the fullest extent permitted by law by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation ("SAIF") for certain deposits, and by the Bank Insurance Fund of the FDIC (the "BIF") for the remaining deposits, in each case to the fullest extent permitted by law. Each Subsidiary of Raritan has not had the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to havehave a material adverse effect on the business, either individually operations, assets or in the aggregate, financial condition of Raritan and its Subsidiaries on a Seller Material Adverse Effect. (c) consolidated basis. The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, Raritan Disclosure Schedule sets forth true and complete copies of such documents the Certificates of Incorporation or Charter, as currently the case may be, and Bylaws of Raritan and each Raritan Subsidiary as in effecteffect on the date hereof. Except as set forth in the Raritan Disclosure Schedule, Raritan does not own or control, directly or indirectly, any equity interest in any corporation, company, association, partnership, joint venture or other entity and owns no real estate, except (i) residential real estate acquired through foreclosure or deed in lieu of foreclosure in each individual instance with a fair market value less than $500,000 and (ii) real estate used for its banking premises.

Corporate Organization. (a) Seller Sterling is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the BHC Act that has elected to be treated as financial holding company under the BHC Act. Seller Sterling has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Sterling. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Sterling Certificate and Sterling Bylaws, as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Sterling to Parent Xxxxxx Valley. (b) Each Subsidiary of Sterling (a “Sterling Subsidiary”) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are trueis duly qualified to do business and, correctwhere such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Sterling, and complete copies has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Sterling to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Sterling that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents insurance are pending or threatened. Section 4.1(b) of the Sterling Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Sterling as currently in effectof the date hereof.

Corporate Organization. (a) Seller Buyer is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNew Jersey. Seller Buyer has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer. Buyer is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Buyer has delivered to the Company's counsel true and complete copies of the Certificate of Incorporation and By-laws of Buyer. (b) Buyer Subsidiary Bank is a national bank duly organized and validly existing under the laws of the United States. The deposit accounts of Buyer Subsidiary Bank (except for deposits acquired in connection with the acquisition of Lehigh Savings Bank) are insured by the FDIC through the Bank Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due. Each of Buyer's other Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of Buyer's Subsidiaries has not had the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on Buyer. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina. Seller has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary. (b) Seller is duly registered as a bank holding company under the Bank Holding Company Act of 1956, except as amended (the “BHC Act”). True, complete and correct copies of the articles of incorporation of Seller, as amended (the “Seller Articles”), and the bylaws of Seller (the “Seller Bylaws”), as in effect as of the date of this Agreement, have previously been made available to Buyer. Seller Bank is incorporated under the laws of the State of North Carolina. (c) Each of Seller’s Subsidiaries (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the failure conduct of its business requires it to be so licensed or qualified and in good standing (iii) has not had all requisite corporate power or other power and would not reasonably be expected authority to have, either individually own or in the aggregate, a Seller Material Adverse Effect. (c) lease its properties and assets and to carry on its business as now conducted. The articles or certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational similar governing documents of each of the Subsidiaries of the SellerSeller Subsidiary, copies of which have previously been made available to Parent and PurchaserBuyer, are true, correct, complete and complete correct copies of such documents as currently of the date of this Agreement. As used in effectthis Agreement, the word “Subsidiary”, when used with respect to either Party, means any bank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such Party for financial reporting purposes under U.S. generally accepted accounting principles (“GAAP”), and the terms “Seller Subsidiary” and “Buyer Subsidiary” shall mean any direct or indirect Subsidiary of Seller or Buyer, respectively.

Corporate Organization. (a) Seller Company is a corporation duly organized, validly existing and in corporate good standing under the laws of its jurisdiction of organization. Company has the State of Delaware. Seller has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, . True and complete copies of the Certificate of Incorporation and bylaws of Company, as in effect as of the date of this Agreement, have previously been furnished or made available to Purchaser. (b) Section 3.1(b) of the Disclosure Schedule sets forth a complete and correct list of all the Subsidiaries of Company (each a “Company Subsidiary” and collectively the “Company Subsidiaries”). Section 3.1(b) of the Disclosure Schedule also sets forth a list identifying the number (other than wholly-owned Subsidiaries) and owner of all outstanding capital stock or other equity securities of each such documents Company Subsidiary. All of the outstanding shares of capital stock or other securities evidencing ownership of the Company Subsidiaries are validly issued, fully paid and nonassessable and except as currently set forth in effectSection 3.1(b) of the Disclosure Schedule such shares or other securities are owned by Company or a Company Subsidiary free and clear of any Lien with respect thereto. Each Company Subsidiary (i) is a duly organized and validly existing corporation, partnership or limited liability company or other legal entity under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified (except for jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect) and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.

Corporate Organization. (a) Seller The Company is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of Delaware. Seller The Company has all the requisite corporate power and corporate authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse Effectmaterial adverse effect on the Company. (b) True, complete and correct copies of the certificate of incorporation of the Company, as amended and/or restated through the date hereof (the “Company Certificate”), and the bylaws of the Company, as amended and/or restated through the date hereof (the “Company Bylaws”), have previously been made available to Buyer. (c) The articles Company has no Subsidiary other than Patriot Capital Funding LLC I (“PCF”). PCF (i) is duly formed and validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company. The certificate of incorporation formation and bylaws or equivalent organizational documents operating agreement of each of the Subsidiaries of the SellerPCF, copies of which have previously been made available to Parent and PurchaserBuyer, are true, correct, complete and complete correct copies of such documents as currently of the date of this Agreement. As used in effectthis Agreement, the term “Subsidiary”, when used with respect to either party, means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under United States generally accepted accounting principles (“GAAP”) and, in the case of the Company, Article 6 of the SEC’s Regulation S-X. Section 3.1(c) of the Company Disclosure Schedule contains a detailed calculation of the total amount of the Loan Repayment that would be due if the Loan Repayment were to be made on the date of this Agreement, recognizing that such calculation made as of the Closing Date may vary. (d) The minute books of the Company previously made available to Buyer contain true, complete and correct records of all meetings and other corporate actions held or taken since December 31, 2008 of its stockholders and Board of Directors (including committees of its Board of Directors); provided, however, that the Company has redacted such minutes to the extent necessary to omit any information concerning the potential strategic transaction involving or sale of the Company, the bidders therefor and any similar information of a confidential or sensitive nature (recognizing that complete minutes and records shall be in the possession of the Company at Closing).

Corporate Organization. (a) Seller The Company is a corporation duly organized, organized and validly existing and as an entity in corporate good standing under the laws Laws of the State of Delaware. Seller The Company has all requisite the corporate power and authority to ownown or lease, lease or as the case may be, and operate all of its properties and assets and to carry on conduct its business as it is now being conducted. Seller , and is duly licensed or qualified to do business as a foreign corporation or other entity and is in corporate good standing in under the laws of each jurisdiction in which where the nature ownership or leasing of the business conducted by it its properties or the character or location conduct of the properties and assets owned, leased or operated by it makes its business requires such licensing or qualification necessaryqualification, except where the failure to be so licensed or qualified and in corporate good standing has not and as a foreign corporation would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name SCCII is a corporation duly organized and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, as an entity in corporate good standing under the laws Laws of the jurisdiction State of its organizationDelaware. Each of Seller’s Subsidiaries SCCII has all requisite the corporate power and authority to ownown or lease, lease or as the case may be, and operate all of its properties and assets and to carry on conduct its business as it is now being conducted. Each of Seller’s Subsidiaries , and is duly licensed or qualified to do business as a foreign corporation or other entity and is in good standing under the laws of each jurisdiction in which where the nature ownership or leasing of the business conducted by it its properties or the character or location conduct of the properties and assets owned, leased, or operated by it makes its business requires such licensing or qualification necessaryqualification, except where the failure to be so licensed or qualified and in good standing has not had and as a foreign corporation would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Company Material Adverse Effect. (c) The articles or True, correct and complete copies of the certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries Company (the “Company Charter”) and of SCCII (the “SCCII Charter”) and the bylaws of the SellerCompany (the “Company Bylaws”) and of SCCII (the “SCCII Bylaws”), copies as in effect as of which the date of this Agreement, have previously been made available to Parent Parent. (d) Each other Company Subsidiary (i) is duly organized and Purchaservalidly existing as an entity in good standing under the Laws of the jurisdiction in which it is chartered or organized, are true(ii) is duly qualified to do business as a foreign corporation or foreign organization or other entity and in good standing under the Laws of each jurisdiction where its ownership or leasing of its properties or the conduct of its business requires such qualification and (iii) has full corporate or other organizational power and authority to own or lease, correctas the case may be, and complete copies to operate its properties and to conduct its business as now conducted, except in each of such documents (i) — (iii) as currently would not, individually or in effectthe aggregate, reasonably be expected to have a Company Material Adverse Effect.

Corporate Organization. (a) Seller Company is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of DelawareOhio. Seller Company has all the requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business conducted and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing as has not had and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Seller Material Adverse EffectEffect on Company. Company is duly registered as a financial holding company under the Bank Holding Company Act of 1956 (“BHC Act”). (b) True, complete and correct copies of the Articles of Incorporation, as amended, of Company (the “Company Articles”) and the Code of Regulations, as amended, of Company (the “Company Code”), as in effect as of the date of this Agreement, have been made available to Purchaser prior to the date hereof. (c) Company has Previously Disclosed a list of all its Subsidiaries. Each Subsidiary of Company (i) is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite corporate (or similar) power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and (iii) except as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. As used in this Agreement, the term “Subsidiary,” when used with respect to either party, shall mean a corporation, association or other business entity of which the entity in question either (i) owns or controls 50% or more of the outstanding equity securities either directly or through an unbroken chain of entities as to each of which 50% or more of the outstanding equity securities is owned directly or indirectly by its parent (provided, there shall not be included any such entity the equity securities of which are owned or controlled in a fiduciary capacity), (ii) in the case of partnerships, serves as a general partner, (iii) in the case of a limited liability company, serves as a managing member, or (iv) otherwise has the ability to elect a majority of the directors, trustees or managing members thereof. The deposit accounts of each of Company’s Subsidiaries that is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by Law, and all premiums and assessments required to be paid in connection therewith have been paid when due. The articles or certificate of incorporation incorporation, code of regulations and bylaws or equivalent organizational similar governing documents of each “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X promulgated under the Subsidiaries Exchange Act) of the SellerCompany, copies of which have previously been made available to Parent and Purchaser, are true, correct, complete and complete correct copies of such documents as currently in effectfull force and effect as of the date of this Agreement. Company has also Previously Disclosed a list of all Persons with respect to which Company or its Subsidiaries own 5% or more of any class of capital stock or other equity interest, other than equity interests held in a fiduciary capacity, which list shall set forth the amount and form of ownership of Company or its applicable Subsidiary in each such Affiliate.

Corporate Organization. (a) Seller Each of Parent and Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State state of Delawareits incorporation. Seller Each of Parent and Merger Sub has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or result in the aggregate, a Seller Parent Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of the charter documents of Parent and Merger Sub which have previously been made available to Parent and Purchaser, the Company are true, correct, complete and complete correct copies of such documents as currently in effect. (b) Section 5.1(b) effect as of the Seller Disclosure Schedule sets forth date of this Agreement. As used in this Agreement, a “Parent Material Adverse Effect” means (i) a material adverse effect on the name business, results of operations or financial condition of Parent and jurisdiction its Subsidiaries taken as a whole or (ii) a material adverse effect on Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that in determining whether a Parent Material Adverse Effect has occurred, there shall be excluded any effect on the Parent or its Subsidiaries relating to or arising in connection with (A) any adverse change, effect, event or occurrence, state of organization facts or developments to the extent the public announcement or the pendency of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, this Agreement or the transactions contemplated hereby or any actions required to be taken (or refrained from being taken) in corporate good standing under compliance herewith or otherwise with the laws written consent or at the written request of the jurisdiction other party hereto, including the impact thereof on the relationships of Parent or any of its organization. Each Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom Parent or any of Seller’s its Subsidiaries has all requisite corporate power any relationship and authority including any litigation brought by any shareholder of the Company or Parent in connection with the transactions contemplated hereby, (B) any failure by Parent to ownmeet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (it being understood that this clause (C) does not and shall not be deemed to apply to the underlying cause or causes of any such failure), lease (D) any change in federal, state, non-U.S. or operate all of its properties and assets and local law, regulations, policies or procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction the industries in which Parent or its Subsidiaries operate, (E) changes generally affecting the nature of industries in which Parent or its Subsidiaries operate that are not specifically related to Parent and its Subsidiaries and do not have a materially disproportionate adverse effect on the business conducted by it Parent and its Subsidiaries, taken as a whole, (F) changes in economic conditions or the character or location of the properties and assets ownedpolitical conditions, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregatefinancial, credit or securities markets in general (including changes in the prevailing interest rates, exchange rates or stock, bond or debt prices) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of materially disproportionate adverse effect on the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaserits Subsidiaries, are truetaken as a whole or (G) any attack on, corrector by, and complete copies outbreak or escalation of such documents as currently in effecthostilities or acts of terrorism (including cyberterrorism) involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster.

Corporate Organization. (a) Seller Ramapo is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNew Jersey. Seller Ramapo has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business conducted and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations, assets or financial condition of Ramapo on a consolidated basis. Ramapo is registered as a bank holding company under the BHCA. (b) All of the Subsidiaries of Ramapo are listed in the Ramapo Disclosure Schedule. The term "Subsidiary", when used in this Agreement with respect to Ramapo, means any corporation, joint venture, association, partnership, trust or other entity in which Ramapo has, directly or indirectly at least a 50% interest or acts as a general partner. Each Subsidiary of Ramapo is duly organized, validly existing and in good standing under the laws of its state of incorporation. The Bank is a state-chartered commercial bank whose deposits are insured by Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent permitted by law. Each Subsidiary of Ramapo has not had the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to havehave a material adverse effect on the business, either individually operations, assets or in the aggregate, financial condition of Ramapo and its Subsidiaries on a Seller Material Adverse Effect. (c) consolidated basis. The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, Ramapo Disclosure Schedule sets forth true and complete copies of such documents the Certificates of Incorporation or Charter, as currently the case may be, and Bylaws of Ramapo and each Ramapo Subsidiary as in effecteffect on the date hereof. Except as set forth in the Ramapo Disclosure Schedule, Ramapo does not own or control, directly or indirectly, any equity interest in any corporation, company, association, partnership, joint venture or other entity and owns no real estate, except (i) residential real estate acquired through foreclosure or deed in lieu of foreclosure in each individual instance with a fair market value less than $500,000 and (ii) real estate used for its banking premises.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a savings and loan holding company duly registered with the Federal Reserve Board under the Home Owners’ Loan Act of 1933, as amended (“HOLA”). Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Parent. True and complete copies of the Parent Certificate and the Parent Bylaws, as in effect as of the date of this Agreement, have previously been made available by Parent to the Company. (b) Parent Bank is a federally chartered savings association duly organized, validly existing and in good standing under the laws of the United States. The deposits of Parent Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Without duplication of the representations made by Parent in each of the foregoing sentences of this Section 4.1(b) and those made by Parent in Section 4.1(c), each Subsidiary of Parent (a “Parent Subsidiary”) is duly organized and validly existing under the laws of its jurisdiction of organization, is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Parent, and has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid in full when due, and no proceedings for the termination of such insurance are pending or threatened. Parent Bank is a member in good standing of the FHLB and owns the requisite amount of stock therein. Section 4.1(b) of the Parent Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Parent as of the date hereof. (c) The articles or certificate of incorporation Merger Sub is a corporation duly organized, validly existing and bylaws or equivalent organizational documents of each in good standing under the laws of the Subsidiaries State of Maryland and is wholly owned by Parent. Merger Sub has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the Sellerbusiness conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. True and complete copies of which the Merger Sub Articles and Merger Sub Bylaws, as in effect as of the date of this Agreement, have previously been made available by Parent to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectthe Company.

Corporate Organization. (a) Seller HUBCO is a corporation duly organized, organized and validly existing and in corporate good standing under the laws of the State of DelawareNew Jersey. Seller HUBCO has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed licensed, qualified or qualified and in corporate good standing has not and would not reasonably be expected to havehave a material adverse effect on the business, either individually operations, assets or in the aggregate, a Seller Material Adverse Effect. The Certificate financial condition of Incorporation HUBCO and the Bylaws of SellerHUBCO Subsidiaries (defined below), copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents taken as currently in effecta whole. HUBCO is registered as a bank holding company under the BHCA. (b) Section 5.1(b) Each HUBCO Subsidiary is listed in the HUBCO Disclosure Schedule. For the purposes of this Agreement, the Seller Disclosure Schedule sets term "HUBCO Subsidiary" means any corporation, partnership, joint venture or other legal entity in which HUBCO directly or indirectly, owns at least a 50% stock or other equity interest or for which HUBCO, directly or indirectly, acts as a general partner provided that to the extent that any representation or warranty set forth herein covers a period of time prior to the name and jurisdiction date of organization of each this Agreement, the term "HUBCO Subsidiary" shall include any entity which was an HUBCO Subsidiary of Sellerat any time during such period. Each of Seller’s Subsidiaries HUBCO Subsidiary is duly organized, organized and validly existing and, if applicable, and in corporate good standing under the laws of the jurisdiction of its organizationincorporation. The Bank is a state-chartered commercial banking corporation duly organized and validly existing and in good standing under the laws of the State of New Jersey. All eligible accounts of depositors issued by the Bank are insured by the BIF to the fullest extent permitted by law. Each of Seller’s Subsidiaries HUBCO Subsidiary has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed licensed, qualified or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in have a material adverse effect on HUBCO and the aggregate, HUBCO Subsidiaries taken as a Seller Material Adverse Effect. (c) whole. The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, HUBCO Disclosure Schedule sets forth true and complete copies of such documents the Certificate of Incorporation and By-Laws of HUBCO and the Bank as currently in effecteffect on the date hereof.

Corporate Organization. (a) Seller Company is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller True and complete copies of the Charter Documents, each as in effect as of the date of this Agreement, have previously been made available by Company to Parent. Each Charter Document is in full force and effect as of the date hereof, and Company and its Subsidiaries are not in material violation of their respective Charter Documents. (b) Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and as would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. (c) The articles Each Subsidiary of Company is duly organized and validly existing under the Laws of its jurisdiction of organization. Each Subsidiary of Company (i) is duly licensed or certificate qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of incorporation property or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, and bylaws (ii) has all requisite corporate, limited liability company or equivalent organizational documents other organizational, as applicable, power and authority to own or lease its properties and assets and to carry on its business as now conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (d) Section 3.1(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of (x) all Subsidiaries of Company, including their jurisdiction of formation and the number and type of any Equity Interests of each such Subsidiary that are outstanding (including the identity of the Subsidiaries equity holders and, as of the Sellerdate hereof, copies percentages of which have previously been made available to Parent and Purchaser, are true, correctoutstanding Equity Interests owned by each such person), and complete copies (y) all outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Company or any of such documents its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire any securities of any other person for its or their own account. Other than as currently set forth on Section 3.1(d) of the Company Disclosure Schedule, (A) neither Company, nor any of its Subsidiaries, directly or indirectly owns any Equity Interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any Equity Interest in, any person, and (B) neither Company, nor any of its Subsidiaries, has, directly or indirectly, agreed, arranged, committed or undertaken to provide a material amount of funds to, or make any material investment (in effectthe form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person.

Corporate Organization. (a) Seller Each of Sovereign and Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawarePennsylvania (in the case of Sovereign) or Delaware (in the case of Merger Sub). Seller Each of Sovereign and Merger Sub has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary. Sovereign is duly registered as a savings and loan holding company under HOLA. The copies of the certificate of incorporation and by-laws of each of Sovereign and Merger Sub which have previously been made available to ICBC are true, except complete and correct copies of such documents as in effect as of the date of this Agreement. (b) Each Subsidiary of Sovereign other than Merger Sub (i) is duly organized and validly existing as a savings bank, corporation, partnership or limited liability company under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the failure conduct of its business requires it to be so licensed or qualified and in good standing (iii) has not had all requisite corporate power and would not reasonably be expected authority to have, either individually own or in the aggregate, a Seller Material Adverse Effectlease its properties and assets and to carry on its business as now conducted. (c) The articles Except for its ownership of Sovereign Bank, Sovereign does not own, either directly or certificate of incorporation through its Subsidiaries, any stock or equity interest in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)). Sovereign Bank is a federal savings bank, duly organized and bylaws or equivalent organizational documents of each validly existing under the laws of the Subsidiaries United States of America. Sovereign Bank is a qualified thrift lender pursuant to Section 10(m) of HOLA and its deposits are insured by the FDIC through the SAIF to the fullest extent permitted by law. Sovereign Bank is a member in good standing of the SellerFHLB of Pittsburgh. (d) Sovereign owns beneficially and of record all of the outstanding capital stock of Merger Sub free and clear of all security interests, copies liens, claims, pledges, agreements, limitations on voting rights, charges or other encumbrances of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectany nature whatsoever.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate active status under the laws of the State of Georgia. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Each of Parent and Merger Sub has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is conducted in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Sellerall material respects. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power Parent and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Merger Sub is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. True, correct and complete copies of the Amended and Restated Articles of Incorporation of Parent, as amended to the date hereof (“Parent Articles”), the Fourth Amended and Restated Bylaws of Parent (“Parent Bylaws”), the Certificate of Incorporation of Merger Sub (“Merger Sub Certificate”) and the Merger Sub Bylaws, each as in effect as of the date of this Agreement, have previously been made available by Parent to the Company. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized, validly existing and, to the extent such concept is recognized under applicable Law, in good standing under the laws of its jurisdiction of organization, except where the failure to be so organized or existing or, if applicable, in good standing would not reasonably be likely to be, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable Law, in active status and good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified or in active status and in good standing has not had and in which the failure to be so qualified would not reasonably be expected likely to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on Parent, and (iii) has all requisite corporate, limited liability company, limited partnership or other entity power, as applicable, and authority to own, lease or operate its properties and assets and to carry on its business as now conducted, except where the failure to have such power and authority would not reasonably be likely to be, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Except for restrictions imposed by applicable Law, there are no restrictions on the ability of any Parent Subsidiary to pay dividends or distributions. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Section 4.1(c) of the Parent Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Parent as of the Seller, copies date hereof and such Subsidiaries’ jurisdiction of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectorganization.

Corporate Organization. (a) Seller Each of Parent and Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller , has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) The articles Effect on either Parent or certificate Merger Sub. Each of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, Merger Sub is duly registered as a bank holding company under the BHC Act. True and complete copies of such documents the Restated Certificate of Incorporation of Parent (the "Parent Certificate") and the Amended and Restated Bylaws of Parent (the "Parent Bylaws"), as currently in effecteffect as of the date of this Agreement, have been previously made available by Parent to the Company. True and complete copies of the Certificate of Incorporation of Merger Sub (the "Merger Sub Certificate") and the Bylaws of Merger Sub (the "Merger Sub Bylaws"), as in effect as of the date of this Agreement, have been previously made available by Merger Sub to the Company. (b) Each Parent Subsidiary (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would have a Material Adverse Effect on Parent, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.

Corporate Organization. (a) Seller The Company is a corporation duly organized, organized and validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller The Company is in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease or operate all of its properties properties, rights and assets and to carry on its business as it is now being conducted. Seller , and is duly qualified or licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties properties, rights and assets owned, leased, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so qualified, licensed or qualified and in good standing has not had and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) . The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of Company, each as amended, restated or amended and restated through the Sellerdate hereof, copies of which have previously been made available to Parent and PurchaserParent, are true, correct, complete and complete correct copies of such documents as currently in effectfull force and effect as of the date of this Agreement. (b) Each Subsidiary of the Company (i) is duly organized and validly existing as a corporation, partnership or other entity and is in good standing to the extent such concept is applicable under the laws of its jurisdiction of organization, (ii) is duly qualified or licensed to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified or licensed and (iii) has all requisite corporate or other power and authority to own or lease its properties, rights and assets and to carry on its business as now conducted, except where the failure to be so organized, existing, licensed, qualified or in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The certificate of incorporation, bylaws and similar governing documents of each Subsidiary of the Company, each as amended, restated or amended and restated through the date hereof, copies of which have been made available to Parent, are true, complete and correct copies of such documents as in full force and effect as of the date of this Agreement.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareIndiana and is a bank holding company duly registered with the Federal Reserve Board under the BHC Act. Seller Parent has all requisite the corporate power and authority necessary to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Amended and Restated Articles of Incorporation of Parent (the “Parent Articles”) and the Bylaws of Parent (the “Parent Bylaws”), as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to the Company. (b) Except, as would not, either individually or in the aggregate, have a Material Adverse Effect on Parent, each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority necessary to own or lease its properties and assets and to carry on its business as now conducted. There are trueno restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, correct(i) in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities and (ii) in the case of trust preferred securities and indebtedness in respect thereof, for customary restrictions on dividends. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and complete copies no proceedings for the termination of such documents as currently in effectinsurance are pending or, to the knowledge of Parent, threatened.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller The Company has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller The Company is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Sellerthe Company, copies of which have previously been made available to Parent and PurchaserMerger Sub, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b3.1(b) of the Seller Company Disclosure Schedule sets forth a list of the name Subsidiaries of the Company, and for each of the Company and its Subsidiaries, sets forth its jurisdiction of organization incorporation or organization. Each of the Company’s Subsidiaries is directly or indirectly wholly-owned by the Company. All the outstanding shares of capital stock or other equity interests of each Subsidiary of Sellerthe Company have been validly issued and are fully paid and nonassesable and are owned by the Company, directly or indirectly, free and clear of all Encumbrances. Except for its interests in the Subsidiaries of the Company, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. Neither the Company, nor any of its Subsidiaries, has any obligation to make any capital contributions, or otherwise provide assets or cash to any Person. Each of Sellerthe Company’s Subsidiaries is a corporation, partnership or limited liability company, as applicable, duly incorporated or organized, validly existing and, if applicable, and in corporate good standing under the laws Laws of the jurisdiction of its incorporation or organization. Each of Sellerthe Company’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Sellerthe Company’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Company Material Adverse Effect. (c) . The articles or certificate of incorporation and bylaws or equivalent organizational documents Organizational Documents of each of the Subsidiaries of the SellerCompany’s Subsidiaries, copies of which have previously been made available to Parent and PurchaserMerger Sub, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Banner is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareWashington, and is a bank holding company duly registered under the BHC Act. Seller Banner has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The Effect on Banner. True and complete copies of the articles or certificate of incorporation of Banner (the “Banner Articles”) and bylaws or equivalent organizational documents of each Banner (the “Banner Bylaws”), as in effect as of the Subsidiaries date of the Sellerthis Agreement, copies of which have previously been made available by Banner to Parent Home. (b) Each Subsidiary of Banner (a “Banner Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Banner, and (iii) has all requisite corporate power and authority to own or lease its properties and assets as presently owned, operated or leased and to carry on its business as now conducted. There are trueno restrictions on the ability of any Subsidiary of Banner to pay dividends or distributions except, correctin the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Banner that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and to the knowledge of Banner, no proceedings for the termination of such insurance are pending or threatened. Banner’s Annual Report on Form 10-K for the year ended December 31, 2012 includes a true and complete list of all Significant Subsidiaries of Banner, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act, as of the date hereof. True and complete copies of the organization and governing documents of each such documents Significant Subsidiary, as currently in effecteffect as of the date hereof, have been previously made available by Banner to Home.

Corporate Organization. (a) Seller Each of Parent and Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller jurisdiction in which it is incorporated and has all the requisite corporate power and authority and any necessary governmental authority to own, operate or lease or operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals could not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (as defined below). Seller Each of Parent and Sub is duly qualified or licensed or qualified as a foreign corporation to do business business, and is in corporate good standing standing, in each jurisdiction in which the nature of the business conducted by it or where the character or location of the its properties and assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so duly qualified or licensed or qualified and in corporate good standing has not and would not reasonably be expected to havewhich could not, either individually or in the aggregate, reasonably be expected to have a Seller Parent Material Adverse Effect. The Certificate When used in this Article III or otherwise in connection with Parent or any of Incorporation and its subsidiaries (including Sub), the Bylaws term "PARENT MATERIAL ADVERSE EFFECT" means any change or effect that would be materially adverse to the business, properties, assets, condition (financial or otherwise) or results of Seller, copies operations of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies its subsidiaries taken as a whole or that would materially impair the ability of such documents as currently in effect. (b) Section 5.1(b) Parent to perform its obligations hereunder; PROVIDED that none of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, following shall be taken into account in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries determining whether there has all requisite corporate power and authority to own, lease been or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to could be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Parent Material Adverse Effect. : (cw) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each any employee attrition after the date hereof, (x) any change arising from the public announcement of the Subsidiaries Merger and the other transactions contemplated by this Agreement; (y) any change in the market price or trading volume of the SellerParent Common Stock after the date hereof; or (z) any adverse effect on Parent attributable solely to conditions affecting the publishing business, copies the United States economy as a whole or foreign economies in any locations where Parent or any of which have previously been made available to Parent its subsidiaries has material operations or sales (and Purchaser, are true, correct, and complete copies of such documents as currently in effectnot having a materially disproportionate effect on Parent).

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareTennessee and is a bank holding company duly registered with the Federal Reserve Board under the BHC Act. Seller Merger Sub is a corporation duly formed, validly existing and in good standing under the laws of the State of Tennessee. Each of Parent and Merger Sub has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is conducted in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Sellerall material respects. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power Parent and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Merger Sub is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Amended and Restated Charter of Parent (the “Parent Charter”) and the Bylaws of Parent (the “Parent Bylaws”), as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to the Company. (b) Except, in the case of clauses (ii) and (iii) only, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are trueno restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, correctin the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and complete copies no proceedings for the termination of such documents as currently in effectinsurance are pending or threatened.

Corporate Organization. (a) Seller BancShares is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware, is a bank holding company duly registered under the BHC Act. Seller BancShares has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller BancShares engages in activities and holds properties only of the types permitted to bank holding companies by the BHC Act and the rules and regulations promulgated thereunder. BancShares is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on BancShares. The True and complete copies of the (i) restated certificate of incorporation of BancShares, as amended (the “BancShares Certificate of Incorporation Incorporation”) (ii) amended and restated bylaws of BancShares (the Bylaws “BancShares Bylaws”), (iii) articles of Sellerincorporation of Merger Sub (the “Merger Sub Certificate of Incorporation”), copies (iv) bylaws of which Merger Sub (the “Merger Sub Bylaws”), (v) articles of incorporation of FCB (the “FCB Articles of Incorporation”), and (vi) bylaws of FCB (the “FCB Bylaws”), in each case as in effect as of the date of this Agreement, have previously been made available by the BancShares Parties to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCIT. (b) Section 5.1(b) of Except as would not, either individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, reasonably be expected to have a Material Adverse Effect on BancShares, each Subsidiary of Seller. Each of Seller’s Subsidiaries BancShares (a “BancShares Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries BancShares or any Subsidiary of BancShares to pay dividends or distributions except, in the case of BancShares or a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all similarly regulated entities. The deposit accounts of each Subsidiary of BancShares that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in each jurisdiction in which the nature Section 3(y) of the business conducted Federal Deposit Insurance Act of 1950) to the fullest extent permitted by it law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or the character or location threatened. Section 4.1(b) of the properties BancShares Disclosure Schedule sets forth a true and assets ownedcomplete list of all Subsidiaries of BancShares that would constitute “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC as of the date hereof, leasedas well as each such Subsidiary’s jurisdiction of incorporation, organization, or operated by it makes formation and BancShares’ and/or a BancShares Subsidiary’s percentage ownership of each such licensing Subsidiary. There is no person whose results of operations, cash flows, changes in stockholders’ equity or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or financial position are consolidated in the aggregatefinancial statements of BancShares other than the BancShares Subsidiaries. Neither BancShares nor any BancShares Subsidiary is in violation, a Seller Material Adverse Effect. (c) The articles or in any material respect, of its respective certificate of incorporation and bylaws incorporation, bylaws, or equivalent other organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effector governing documents.

Corporate Organization. (a) Seller HomeTrust is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareMaryland and is a savings and loan holding company duly registered under the Home Owners’ Loan Act of 1933, as amended. Seller HomeTrust has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The Effect on HomeTrust. True and complete copies of the articles or certificate of incorporation of HomeTrust (the “HomeTrust Articles”) and the bylaws or equivalent organizational documents of each HomeTrust (the “HomeTrust Bylaws”), as in effect as of the Subsidiaries date of the Sellerthis Agreement, copies of which have previously been made available by HomeTrust to Parent Jefferson. (b) Each Subsidiary of HomeTrust (a “HomeTrust Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are true(ii) is duly qualified to do business and, correctwhere such concept is recognized under applicable law, is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on HomeTrust, and complete copies (iii) has all requisite power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of HomeTrust to pay dividends or distributions except for statutory restrictions on dividends or distributions generally applicable to all entities of the same type and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of HomeTrust Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents insurance are pending or threatened. Section 4.1(b) of the HomeTrust Disclosure Schedule sets forth a true and complete list of all Subsidiaries of HomeTrust as currently in effectof the date hereof.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller . (b) The Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed qualified or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. The Certificate of Incorporation and Effect on the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCompany. (bc) Section 5.1(b) Each of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Company's Subsidiaries is duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the its jurisdiction of its incorporation or organization. Each of Seller’s the Company's Subsidiaries has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on the Company. (cd) Each of the Company and its Subsidiaries is qualified, authorized, registered and licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions identified in Section 4.1(d) of the Company Disclosure Schedule, except where failure to be so qualified, authorized, registered or licensed would not result or reasonably be expected to result in a Material Adverse Effect on the Company. (e) The articles or certificate of incorporation and bylaws or equivalent organizational documents by-laws of the Company and each of the its Subsidiaries of the Seller(or other applicable organizational document), copies of which have previously been made available to Parent and PurchaseriPCS, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. The certificate of incorporation and by-laws of the Company and each of its Subsidiaries are valid, binding and in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any provision of its respective certificate of incorporation or by-laws (or other applicable organizational document).

Corporate Organization. (a) Seller Each of FA and its Subsidiaries is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is other entity duly organized, validly existing and, if to the extent applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries organization and has all the requisite corporate or other entity power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s FA and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing qualified, has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller FA Material Adverse Effect. . The copy of the by-laws of FA (cestatutos sociales) The articles (the “FA Bylaws”), as provided to GSM, is true, complete and correct as in effect as of the date of this Agreement. FA is not in violation of any of the provisions of the FA Bylaws. Each of FA and its Subsidiaries is not a party to and has not taken any corporate action or certificate other action (including in respect of breaches of statutory obligations or otherwise), nor have any steps been taken or Proceedings been commenced against FA and its Subsidiaries, for their liquidation, winding-up, dissolution, reorganization or administration (including receivership, bankruptcy, insolvency, examinership, moratorium or intervention Proceedings) or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer with respect to all or any of their respective assets, and each of FA and its Subsidiaries is not insolvent under the laws of their respective jurisdiction of incorporation or unable to pay its debts. Each of FA and bylaws or equivalent organizational documents its Subsidiaries has not been dissolved and is not required to be dissolved under the laws of each its jurisdiction of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectincorporation.

Corporate Organization. (a) Seller Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller Each of Parent and Merger Sub has all the requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets ownedowned or leased by it makes such licensing or qualification necessary, leasedother than in such jurisdictions where the failure to so qualify would not, individually or operated in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, respectively. True, complete and correct copies of the Amended and Restated Certificate of Incorporation of Parent (the “Parent Charter”), and the Amended and Restated By-Laws of Parent (the “Parent By-Laws”), as in effect as of the date of this Agreement, have previously been made available to the Company. (b) Each Subsidiary of Parent (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has the requisite corporate power and authority or other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on Parent. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of Merger Sub is a newly formed entity that will not have engaged in any activities prior to the Subsidiaries of Effective Time, other than those related to the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effecttransactions contemplated by this Agreement.

Corporate Organization. (a) Seller Company is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller True and complete copies of the Charter Documents, each as in effect as of the date of this Agreement, have previously been made available by Company to Parent. Each Charter Document is in full force and effect as of the date hereof, and Company and its Subsidiaries are not in material violation of their respective Charter Documents. (b) Company has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and as would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. (c) The articles Each Subsidiary of Company is duly organized and validly existing under the Laws of its jurisdiction of organization. Each Subsidiary of Company (i) is duly licensed or certificate qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of incorporation property or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, and bylaws (ii) has all requisite corporate, limited liability company or equivalent organizational documents other organizational, as applicable, power and authority to own or lease its properties and assets and to carry on its business as now conducted, except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (d) Section 3.1(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of (x) all Subsidiaries of Company, including their jurisdiction of formation and the number and type of any Equity Securities of each such Subsidiary that are outstanding (including the identity of the Subsidiaries equity holders and, as of the Sellerdate hereof, copies percentages of which have previously been made available to Parent and Purchaser, are true, correctoutstanding Equity Interests owned by each such person), and complete copies (y) all outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Company or any of such documents its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire any securities of any other person for its or their own account. Other than as currently set forth on Section 3.1(d) of the Company Disclosure Schedule, (A) neither Company, nor any of its Subsidiaries, directly or indirectly owns any Equity Interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any Equity Interest in, any person, and (B) neither Company, nor any of its Subsidiaries, has, directly or indirectly, agreed, arranged, committed or undertaken to provide a material amount of funds to, or make any material investment (in effectthe form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate active status under the laws of the State of Wisconsin. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Each of Parent and Merger Sub has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is conducted in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Sellerall material respects. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power Parent and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Merger Sub is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. True, correct and complete copies of the Restated Articles of Incorporation of Parent, as amended to the date hereof (“Parent Articles”), the Amended and Restated Bylaws of Parent (“Parent Bylaws”), the Certificate of Incorporation of Merger Sub (“Merger Sub Certificate”) and the Merger Sub Bylaws, each as in good standing has not had effect as of the date of this Agreement, have previously been made available by Parent to the Company. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, except where the failure to be so organized or existing would not reasonably be expected likely to be, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in active status or good standing, as applicable, in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be likely to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on Parent, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except where the failure to have such power and authority, would not reasonably be likely to be, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. There are no restrictions on the ability of any Parent Subsidiary to pay dividends or distributions. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Section 4.1(c) of the Parent Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Parent as of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectdate hereof.

Corporate Organization. (a) Seller LINK is a corporation duly organized, validly existing and in corporate good standing under the laws of the State Commonwealth of DelawarePennsylvania and is a bank holding company duly registered under the BHC Act. Seller LINK has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller LINK is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on LINK. The Certificate True and complete copies of Incorporation the LINK Articles and the LINK Bylaws as in effect as of Sellerthe date of this Agreement, copies of which have previously been made available by LINK to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectPartners. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries LINK (a “LINK Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on LINK, and (iii) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s any Subsidiary of LINK to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of LINK that is an insured depository institution are insured by the FDIC through the DIF to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. There are no Subsidiaries is duly licensed of LINK other than LINKBANK that have or qualified are required to do business in each jurisdiction in which the nature have deposit insurance. Section 4.1(b) of the business conducted by it or the character or location LINK Disclosure Schedule sets forth a true and complete list of all Subsidiaries of LINK as of the properties date hereof. True and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where complete copies of the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each LINK Subsidiary as in effect as of the Subsidiaries date of the Seller, copies of which this Agreement have previously been made available by LINK to Parent and PurchaserPartners. There is no person whose results of operations, cash flows, changes in shareholders’ equity or financial position are true, correct, and complete copies consolidated in the financial statements of such documents as currently in effectLINK other than the LINK Subsidiaries.

Corporate Organization. (a) Seller Old National is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareIndiana and is a bank holding company duly registered under the BHC Act. Seller Old National has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Old National is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Old National. The Certificate of Incorporation True and the Bylaws of Seller, complete copies of which the Old National Articles and Old National Bylaws, as in effect as of the date of this Agreement, have previously been made available by Old National to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectFirst Midwest. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries Old National (a “Old National Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Old National, and (iii) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries any Subsidiary of Old National to pay dividends or distributions except, in the case of a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all such regulated entities. The deposit accounts of each Subsidiary of Old National that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in each jurisdiction in which connection therewith have been paid when due, and no proceedings for the nature termination of such insurance are pending or threatened. Section 4.1(b) of the business conducted by it or the character or location Old National Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Old National as of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effectdate hereof. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (ai) Seller The Company is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of DelawareCalifornia, and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. Seller The Company Bank is a corporation and state-chartered bank duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The deposit accounts of the Company Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by Law, and all premiums and assessments required in connection therewith have been paid by the Company Bank when due. The Company Bank is a member in good standing of the Federal Home Loan Bank of San Francisco and owns the requisite amount of stock therein. The Company has all the requisite corporate power and authority to own, own or lease or and operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to haveto, either individually or in the aggregate, have a Seller Company Material Adverse Effect. True and complete copies of the Company Articles and the Company Bylaws have previously been furnished or made available to HEOP. The Company is not in violation of any of the provisions of the Company Articles or the Company Bylaws. (cii) The Section 5.01(a)(ii) of the Company Disclosure Schedule sets forth a complete and correct list of all the Subsidiaries of the Company (each, a “Company Subsidiary” and collectively the “Company Subsidiaries”). Section 5.01(a)(ii) of the Company Disclosure Schedule also sets forth a list identifying the number and owner of all outstanding capital stock or other equity securities of each such Subsidiary, options, warrants, stock appreciation rights, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, shares of any capital stock or other equity securities of such Subsidiary, or contracts, commitments, understandings or arrangements by which such Subsidiary may become bound to issue additional shares of its capital stock or other equity securities, or options, warrants, scrip, rights to subscribe to, calls or commitments for any shares of its capital stock or other equity securities and the identity of the parties to any such agreements or arrangements. All of the outstanding shares of capital stock or other securities evidencing ownership of the Company Subsidiaries are validly issued, fully paid and non-assessable and such shares or other securities are owned by the Company or another of the Company Subsidiaries free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind (“Lien”) with respect thereto. Each of the Company Subsidiaries (i) is a duly organized and validly existing corporation, partnership or limited liability company or other legal entity under the Laws of its jurisdiction of organization, (ii) is duly licensed and qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified (except for jurisdictions in which the failure to be so qualified would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect) and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. A true, correct and complete copy of the articles or certificate of incorporation or certificate of trust and bylaws (or equivalent organizational documents similar governing documents) of each of the Subsidiaries of the SellerCompany Subsidiaries, copies of which have previously as amended and currently in effect, has been delivered and made available to Parent and PurchaserHEOP. Except for its interests in the Company Subsidiaries, are truethe Company does not as of the date of this Agreement own, correctdirectly or indirectly, and complete copies of such documents as currently any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in effectany Person.

Corporate Organization. (a) Seller Each of the Company and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and and, to the extent applicable, in corporate good standing under the laws Laws of the State jurisdiction of Delawareits incorporation or organization. Seller Each of the Company and its Subsidiaries has all the requisite corporate or organizational, as the case may be, power and authority to own, lease or and operate all of its properties and assets and to carry on its business as it is now being conducted, except, in the case of the Company’s Subsidiaries, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Seller Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in corporate good standing (where such concept is recognized) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or licensed, qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregategood standing, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Company Material Adverse Effect. (c) . The articles or certificate of incorporation and bylaws or equivalent organizational documents of each copies of the Subsidiaries Restated and Amended Certificate of Incorporation, as amended (the “Company Charter”), and the Bylaws (as amended and restated) (the “Company Bylaws”) of the SellerCompany, copies of which have previously been made available to Parent and Purchaseras most recently filed with the Company SEC Documents, are true, correct, complete and complete correct copies of such documents as currently in effect as of the date of this Agreement and such documents are in full force and effect. The Company is not in violation of any of the provisions of the Company Charter or the Company Bylaws. The Company has delivered or made available to Parent true, complete and correct copies of its Subsidiaries’ current certificate or articles of incorporation and bylaws (or equivalent organizational documents), and each of them is in full force and effect in all material respects, and none of the Company’s Subsidiaries is in violation in any material respect of any provision of the foregoing documents.

Corporate Organization. (a) Seller GBDC is a corporation duly organized, incorporated and validly existing and in corporate good standing under the laws Laws of the State of DelawareDelaware and in good standing with the DE SOS and Merger Sub is a corporation duly incorporated and validly existing under the Laws of the State of Delaware and in good standing with the SDAT. Seller Each of GBDC and Merger Sub has all the requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and each case, other than as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to GBDC. The Certificate of Incorporation GBDC has duly elected to be regulated as a BDC and the Bylaws of Seller, copies of which have previously such election has not been made available to Parent revoked or withdrawn and Purchaser, are true, correct, is in full force and complete copies of such documents as currently in effect. (b) Section 5.1(b) True, complete and correct copies of the Seller Disclosure Schedule sets forth Certificate of Incorporation of GBDC (as amended as of the name date hereof, the “GBDC Charter”) and jurisdiction the amended and restated Bylaws of organization GBDC (the “GBDC Bylaws”), as in effect as of each the date of this Agreement, have previously been publicly filed by GBDC. True, correct and complete copies of the charter and bylaws of Merger Sub, as in effect as of the date hereof, have previously been provided to GBDC 3. (c) Each Consolidated Subsidiary of Seller. Each of Seller’s Subsidiaries GBDC (i) is duly organizedincorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and, if applicable, and in corporate good standing under the laws Laws of the its jurisdiction of its organization. Each of Seller’s Subsidiaries , (ii) has all the requisite corporate (or similar) power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where other than in the failure to be so licensed or qualified case of clauses (ii) and in good standing has not had and (iii), as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to GBDC. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the BHC Act, and is duly registered with the Federal Reserve Board. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Parent Certificate and Parent Bylaws, as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to the Company. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are true(ii) is duly qualified to do business and, correctwhere such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (ii) and (iii) as has not had, and complete copies would reasonably be expected to have, a Material Adverse Effect on Parent. There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents as currently in effectinsurance are pending or threatened.

Corporate Organization. (a) Seller Buyer is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareMaryland. Seller Buyer has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) Effect on Buyer. Buyer is duly registered as a bank holding company under the BHC Act. The articles or certificate Articles of incorporation Incorporation and bylaws or equivalent organizational documents Bylaws of each of the Subsidiaries of the SellerBuyer, copies of which have previously been made available delivered to Parent and Purchaserthe Company, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Buyer Bank is a commercial bank duly organized, validly existing and in good standing under the laws of the State of Maryland. Buyer Bank is the only Subsidiary of the Buyer that is a "significant subsidiary" as such term is defined in Regulation S-X promulgated by the SEC. The deposits of Buyer Bank are insured by the FDIC through the Bank Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due by Buyer Bank. Each other Subsidiary of Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Subsidiary of Buyer has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer. The certificate of incorporation or bylaws of Buyer Bank and each other subsidiary of Buyer, copies of which have been previously delivered to the Company, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. (c) The minute books of Buyer and each of its Subsidiaries contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or taken since December 31, 1993 of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

Corporate Organization. (a) Seller GETCO is a corporation limited liability company duly organizedformed, validly existing and in corporate good standing under the laws of the State of Delaware. Seller GETCO has all the requisite corporate power and authority to own, own or lease (or operate sublease) all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased (or subleased) by it makes such licensing or qualification necessary, except where the failure to have such power or authority, or to be so licensed or qualified and qualified, would not, individually or in good standing has not had and would not the aggregate, have, or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect (as defined below in Section 3.7(a)) on GETCO. (cb) The articles or certificate of incorporation True, complete and bylaws or equivalent organizational documents of each correct copies of the Subsidiaries Certificate of Formation of GETCO (the “GETCO Certificate”) and the Limited Liability Company Agreement of GETCO (the “GETCO Operating Agreement”) as in effect as of the Seller, copies date of which this Agreement have previously been made available to Parent Knight. There are no other organizational or governance documents or agreements of GETCO or otherwise relating to the rights, preferences, duties and Purchaserobligations of the Holders as owners of GETCO, are trueexcept as set forth on Section 3.1(b) of the GETCO Disclosure Schedule. (c) Each Subsidiary of GETCO: (i) that is a Material Subsidiary is duly incorporated or duly formed, correctas applicable to each such Subsidiary, (ii) that is a Material Subsidiary is validly existing, (iii) in jurisdictions where applicable, is in good standing under the laws of its jurisdiction of organization, (iv) has the requisite corporate or similar power and complete copies authority to own or lease (or sublease) all of its properties and assets and to carry on its business as it is now being conducted and (v) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased (or subleased) by it makes such documents as currently licensing or qualification necessary, except, in effect.the case of clauses (iii), (iv) and (v), where the failure to be in such good

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina and is a bank holding company duly registered under the BHC Act that has elected to be treated as financial holding company under the BHC Act. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Parent Articles and Parent Bylaws, as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to Susquehanna. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Parent and Purchaser(iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are trueinsured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, correctall premiums and assessments required to be paid in connection therewith have been paid when due, and complete copies no proceedings for the termination of such documents insurance are pending or, to Parent’s knowledge, threatened. Section 4.1(b) of the Parent Disclosure Schedule sets an organizational chart of all Subsidiaries of Parent as currently of October 30, 2014 that is true and correct in effectall material respects, and there have been no material changes to such chart since October 30, 2014 prior to the date hereof.

Corporate Organization. (a) Seller TD is a corporation duly organized, organized and validly existing and in corporate good standing as a bank under the laws of Canada. TD has the State of Delaware. Seller has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller The charter of TD is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectBank Act (Canada). The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries TD is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on TD. The copy of the by-laws of TD that has previously been made available to Banknorth is a true, complete and correct copy of such document as in effect as of the date of this Agreement. (b) Berlin Mergerco is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Berlin Mergerco was formed solely for the purpose of engaging in the transactions contemplated hereby and has not had engaged in no other business other than in connection with the transactions contemplated by this Agreement. Berlin Mergerco is a wholly owned Subsidiary of TD. (c) Each Significant Subsidiary of TD (i) is duly organized and validly existing as a corporation, partnership or other entity and (to the extent the concept of good standing is applicable to such Significant Subsidiary) is in good standing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether provincial, territorial, federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and in which the failure to be so qualified would not have or would reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on TD and (iii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. (cd) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each Except as set forth in Section 4.1(d) of the Subsidiaries of the SellerTD Disclosure Schedule, copies of which have previously been made available to Parent and PurchaserTD does not own, are trueeither directly or through its Subsidiaries, correct, and complete copies of such documents any stock or equity interest in any insured depository institution (as currently defined in effect12 U.S.C. Section 1813(c)(2)).

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina and is a bank holding company duly registered under the BHC Act that has elected to be treated as financial holding company under the BHC Act. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Parent. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Parent Articles and Parent Bylaws, as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Parent to National Penn. (b) Each Subsidiary of Parent (a “Parent Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are true(ii) is duly qualified to do business and, correctwhere such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Parent, and complete copies (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents insurance are pending or, to the knowledge of Parent, threatened. Section 4.1(b) of the Parent Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Parent as currently of the date hereof. There is no person whose results of operations, cash flows, changes in effectshareholders’ equity or financial position are consolidated in the financial statements of Parent other than the Parent Subsidiaries.

Corporate Organization. (a) Seller iPCS is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller . (b) iPCS has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed qualified or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectEffect on iPCS. (bc) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s iPCS' Subsidiaries is duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the its jurisdiction of its incorporation or organization. Each of Seller’s iPCS' Subsidiaries has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on iPCS. (cd) Each of iPCS and its Subsidiaries is qualified, authorized, registered and licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions identified in Section 5.1(d) of the iPCS Disclosure Schedule, except where failure to be so qualified, authorized, registered or licensed would not result or reasonably be expected to result in a Material Adverse Effect on the Company. (e) The articles or certificate of incorporation and bylaws or equivalent organizational documents by-laws of iPCS and each of the Subsidiaries of the Sellerits Subsidiaries, copies of which have previously been made available to Parent and Purchaserthe Company, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. The certificate of incorporation and by-laws of iPCS and each of its Subsidiaries are valid, binding and in full force and effect and neither iPCS nor any of its Subsidiaries is in violation of any provision of its respective certificate of incorporation or by-laws.

Corporate Organization. (a) Seller Acquiror is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller Acquiror is duly registered as a savings and loan holding company under the Home Owners’ Loan Act, as amended, and the regulations of the OTS thereunder. Acquiror has all requisite corporate power and authority to own, lease or operate all of its properties properties, rights and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties properties, rights and assets owned, leased, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) Effect on Acquiror. The articles or copies of the certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of Acquiror which have previously been made available to Parent and Purchaserthe Company, are true, correct, correct and complete copies of such documents as currently in effectfull force and effect as of the date of this Agreement. (b) Each Significant Subsidiary of Acquiror (i) is duly organized and validly existing as a savings bank, corporation, partnership or other entity and is in good standing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and (iii) has all requisite corporate or other power and authority to own or lease its properties, rights and assets and to carry on its business as now conducted, except, in the case of clauses (ii) and (iii), where the failure to be so licensed or qualified to do business or to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror. “Significant Subsidiary” has the meaning ascribed to that term in Rule 1-02 of Regulation S-X under the Exchange Act.

Corporate Organization. (a) Seller Allegiance is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareTexas and is a bank holding company duly registered under the BHC Act. Seller Allegiance has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Allegiance is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Allegiance. The True and complete copies of the amended and restated certificate of formation of Allegiance, as amended (the “Allegiance Certificate of Incorporation Formation”) and the Bylaws amended and restated bylaws of SellerAllegiance (the “Allegiance Bylaws”), copies in each case as in effect as of which the date of this Agreement, have previously been made available by Allegiance to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectCBTX. (b) Section 5.1(b) of Except as would not, either individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, reasonably be expected to have a Material Adverse Effect on Allegiance, each Subsidiary of Seller. Each of Seller’s Subsidiaries Allegiance (an “Allegiance Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization; (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries Allegiance or any Allegiance Subsidiary to pay dividends or distributions except, in the case of Allegiance or a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all similarly regulated entities. The deposit accounts of each Allegiance Subsidiary that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in each jurisdiction in which the nature Section 3(y) of the business conducted Federal Deposit Insurance Act of 1950) to the fullest extent permitted by it law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or the character or location threatened. Section 4.1(b) of the properties Allegiance Disclosure Schedule sets forth a true and assets ownedcomplete list of all Allegiance Subsidiaries that would constitute “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC as of the date hereof. There is no person whose results of operations, leasedcash flows, changes in shareholders’ equity or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or financial position are consolidated in the aggregate, a Seller Material Adverse Effectfinancial statements of Allegiance other than the Allegiance Subsidiaries. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller and each Seller Entity is a corporation Business Entity duly incorporated or organized, validly existing and existing, and, to the extent applicable in corporate its jurisdiction of incorporation or organization, in good standing under the laws Laws of the State its jurisdiction of Delawareincorporation or organization. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. each Seller Entity is duly licensed or qualified to do conduct business and and, to the extent legally applicable, is in corporate good standing in under the Laws of each jurisdiction in which the nature of the business conducted by it or the character or location of where the properties and assets owned, leased or operated by each Seller Entity or the nature of its activities requires it makes such licensing or qualification necessaryto be so qualified, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or result in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation Seller and each Seller Entity each has all organizational power and authority required to own, license or use the Bylaws of SellerAcquired Assets and to conduct its operations, copies of which have previously been made available to Parent the extent related to the Business, as now owned, licensed or used and Purchaser, are true, correct, and complete copies of such documents as currently in effectbeing conducted. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries Acquired Company is a Business Entity that is duly incorporated or organized, validly existing existing, and, if applicableto the extent applicable in its jurisdiction of incorporation or organization, in corporate good standing under the laws Laws of the its jurisdiction of its incorporation or organization. Each of Seller’s Subsidiaries has all requisite corporate power , and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do conduct business and is in good standing under the Laws of each jurisdiction in which where the nature of the business conducted by its activities requires it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessaryto be so qualified, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or result in the aggregate, a Seller Material Adverse Effect. Each Acquired Company has all organizational power and authority required to own, license or use its assets, rights and properties and to conduct its operations, as now owned, licensed or used and being conducted. The Seller has made available to Buyer correct and complete copies of the Organizational Documents of the Acquired Companies. (c) The articles or certificate of incorporation corporate records and bylaws or equivalent organizational documents minute books of each of the Subsidiaries of the Seller, copies of which Acquired Company have previously been made available to Parent the Buyer and Purchaser, are true, correctcontain in all material respects complete and accurate minutes of all meetings of, and all written resolutions passed by, the directors and shareholders or members, as applicable, of each Acquired Company, held or passed for the last three (3) years. All those meetings were held, all those resolutions were passed, and the share certificates, registers of shareholders, registers of transfers and registers of directors of each Acquired Company for such period are complete copies of such documents as currently and accurate in effectall material respects.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Parent, copies of which have previously been made available to the Company, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. (b) Parent (i) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and (ii) is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed licensed, qualified or qualified and in corporate good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectEffect on Parent. (bc) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Parent's Subsidiaries is duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the its jurisdiction of its incorporation or organization. Each of Seller’s Parent's Subsidiaries has all the requisite corporate or other power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries , and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed qualified, or qualified and in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) Effect on Parent. The articles or certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational similar governing documents of each Subsidiary of the Subsidiaries of the SellerParent, copies of which have previously been made available to Parent and Purchaserthe Company, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (d) The minute books of Parent and each of its Subsidiaries contain true, complete and accurate records of all meetings and other corporate actions held or taken since December 31, 2002 of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors). (e) Neither Parent nor any of its Subsidiaries is in violation of any provision of its respective certificate of incorporation, bylaws or similar governing document.

Corporate Organization. (a) Seller Each of Parent and Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organizationincorporation. Each of Seller’s Subsidiaries has Parent and Merger Sub each have all requisite corporate power and authority and possesses all Permits necessary to enable it to own, lease or operate all of otherwise hold its properties and assets and to carry on conduct its business businesses as it is now being presently conducted, except where the failure to have such power or authority or possess Permits, individually or in the aggregate, would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Seller’s Parent and each of its Subsidiaries is duly qualified or licensed or qualified to do business in each jurisdiction in which where the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed qualified or qualified and in good standing has not had and licensed, would not reasonably be expected to haveresult in a Parent Material Adverse Effect. As used in this Agreement, either individually the term “Parent Material Adverse Effect” means (i) a material adverse effect on the business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole or (ii) a material adverse effect on Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that in determining whether a Parent Material Adverse Effect has occurred, there shall be excluded any effect on the Parent or its Subsidiaries relating to or arising in connection with (A) any adverse change, effect, event or occurrence, state of facts or developments to the extent the public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken (or refrained from being taken) in compliance herewith or otherwise with the consent of the other party hereto, including the impact thereof on the relationships of Parent or any of its Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom Parent or any of its Subsidiaries has any relationship and including any litigation brought by any stockholder of the Company or Parent in connection with the transactions contemplated hereby, (B) any failure by Parent to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (it being understood that this clause (B) does not and shall not be deemed to apply to the underlying cause or causes of any such failure), (C) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to the industries in which Parent or its Subsidiaries operate, (D) changes generally affecting the industries in which Parent or its Subsidiaries operate that are not specifically related to Parent and its Subsidiaries and do not have a materially disproportionate adverse effect on the Parent and its Subsidiaries, taken as a whole, (E) changes in general economic conditions or political conditions, or in the aggregatefinancial, credit or securities markets in general (including changes in the prevailing interest rates, exchange rates or stock, bond and/or debt prices) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a Seller Material Adverse Effect. materially disproportionate adverse effect on the Parent and its Subsidiaries, taken as a whole, (cF) The articles any attack on, or certificate by, outbreak or escalation of incorporation and bylaws hostilities or equivalent organizational documents acts of each terrorism involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster, or (G) changes in the market price or trading volume of the Subsidiaries Parent Stock on the NASDAQ Global Select Market (it being understood that this clause (G) does not and shall not be deemed to apply to the underlying cause or causes of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of any such documents as currently in effectchanges).

Corporate Organization. (a) Seller Buyer is a corporation duly organizedincorporated, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina. Seller Buyer has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary. (b) Buyer is duly registered as a bank holding company under the BHC Act. True, except where complete and correct copies of the failure Articles of Incorporation, as amended (the “Buyer Articles”), and the Bylaws, as amended (the “Buyer Bylaws”) of Buyer, as in effect as of the date of this Agreement, have previously been made available to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectSeller. (c) NewBridge Bank is a commercial bank duly incorporated, validly existing and in good standing under the laws of the State of North Carolina. NewBridge Bank has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. (d) The deposit accounts of NewBridge Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due. (e) Each Subsidiary of Buyer (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. The articles or certificate of incorporation incorporation, bylaws and bylaws or equivalent organizational similar governing documents of each Subsidiary of the Subsidiaries of the SellerBuyer, copies of which have previously been made available to Parent and PurchaserSeller, are true, correct, complete and complete correct copies of such documents as currently in effectof the date of this Agreement. The term “Buyer Subsidiary” means a direct or indirect Subsidiary of Buyer.

Corporate Organization. (a) Seller Parent is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareLouisiana. Seller Parent has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on Parent, which term shall have, either individually or in the aggregatewith respect to Parent, a Seller Material Adverse Effect. (c) correlative meaning to the definition in Section 4.1(a). Parent is duly registered as a savings and loan holding company under the HOLA. The articles or certificate Articles of incorporation Incorporation and bylaws or equivalent organizational documents Bylaws of each of the Subsidiaries of the SellerParent, copies of which have previously been made available to Parent and Purchaserthe Company, are true, correct, true and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Parent Bank is duly organized, validly existing and in good standing as a federal savings bank under the laws of the United States. It has the corporate (or equivalent) power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where failure to be licensed or qualified would not have a Material Adverse Effect on it. The deposit accounts of Parent Bank are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required in connection therewith have been paid when due. The charter documents and bylaws of Parent Bank, copies of which have previously been made available to the Company, are true and correct copies of such documents as in effect as of the date of this Agreement. (c) Interim will be at the Effective Time an interim stock corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana. Interim will not engage in any business other than in connection with the transactions contemplated by this Agreement and the Agreement and Plan of Merger and Liquidation referred to in Section 1.1, and Interim will have no material obligations or liabilities other than its obligations hereunder and thereunder.

Corporate Organization. (a) The Seller is a corporation duly organizedincorporated, validly existing and in good corporate good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of the Seller, copies of which have previously been made available to Parent and Purchaserthe Parent, are true, correct, complete and complete correct copies of such documents as currently in effect. (b) Other than as set forth in Section 5.1(b) of the Seller Disclosure Schedule sets forth Schedule, each of the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries subsidiaries is duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries the subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries the subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect and its subsidiaries taken as a whole. (c) The articles or certificate Certificate of incorporation Incorporation and bylaws Bylaws or equivalent organizational documents of each of the Seller’s Subsidiaries of the Sellerthat currently have operations, copies of which have previously been made available to Parent and Purchaserthe Parent, are true, correct, correct and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Huntington is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareMaryland and is a bank holding company duly registered under the BHC Act that has elected to be treated as a financial holding company under the BHC Act. Seller Huntington has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Seller Huntington is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be likely to have a Seller Material Adverse EffectEffect on Huntington. The Certificate True and complete copies of Incorporation the Articles of Restatement of Charter of Huntington, as amended (“Huntington Articles”), and the Amended and Restated Bylaws of SellerHuntington (“Huntington Bylaws”), copies as in effect as of which the date of this Agreement, have previously been made available by Huntington to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectTCF. (b) Section 5.1(bExcept, in the case of clauses (ii) of and (iii) only, as would not reasonably be likely to have, individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, a Material Adverse Effect on Huntington, each Subsidiary of Seller. Each of Seller’s Subsidiaries Huntington (a “Huntington Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries any Subsidiary of Huntington to pay dividends or distributions, except, in the case of a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all such regulated entities. The deposit accounts of each Subsidiary of Huntington that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in each jurisdiction in which connection therewith have been paid when due, and no proceedings for the nature termination of such insurance are pending or, to the knowledge of Huntington, threatened. Section 4.1(b) of the business conducted by it or the character or location Huntington Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Huntington as of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effectdate hereof. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller BCB is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNew Jersey. Seller BCB has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse EffectEffect on BCB. BCB is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Certificate of Incorporation and the Bylaws of SellerBCB, copies of which have previously been made available delivered to Parent and PurchaserPamrapo, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (b) Section 5.1(b) The Bank is in good standing as a bank duly organized and validly existing under the laws of the Seller Disclosure Schedule sets forth State of New Jersey and the name rules and jurisdiction regulations of organization the NJDBI. The Bank has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. The deposit accounts of each Subsidiary of Sellerthe Bank are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid by the Bank. Each of SellerBCB’s other Subsidiaries is duly organized, validly existing and, if applicable, and in corporate good standing under the laws of the jurisdiction of its organizationincorporation. Each Subsidiary of Seller’s Subsidiaries BCB has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries , and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) Effect on BCB. The articles or certificate of incorporation and bylaws or equivalent organizational governing documents of each Subsidiary of the Subsidiaries of the SellerBCB, copies of which have previously been made available delivered to Parent and PurchaserPamrapo, are true, correct, complete and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (c) The minute books of BCB and each of its Subsidiaries contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or taken since December 31, 2003 of their respective stockholders and boards of directors (including committees of their respective boards of directors). BCB has made available to Pamrapo correct and complete copies of all minutes of the board of directors of Pamrapo and its Subsidiaries since December 31, 2003.

Corporate Organization. (a) Seller Merchants is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller Merchants has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business conducted and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations, assets or financial condition of Merchants on a consolidated basis. Merchants is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"). (b) All of the Subsidiaries of Merchants are listed in the Merchants Disclosure Schedule. The term "Subsidiary", when used in this Agreement with respect to Merchants, means any corporation, joint venture, association, partnership, trust or other entity in which Merchants has, directly or indirectly at least a 50% interest or acts as a general partner. Each Subsidiary of Merchants is duly organized, validly existing and in good standing under the laws of its state of incorporation. The Bank is a commercial bank chartered under the laws of the State of New York whose deposits are insured by Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent permitted by law. Each Subsidiary of Merchants has not had the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to havehave a material adverse effect on the business, either individually operations, assets or in the aggregate, financial condition of Merchants and its Subsidiaries on a Seller Material Adverse Effect. (c) consolidated basis. The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, Merchants Disclosure Schedule sets forth true and complete copies of such documents the Certificates of Incorporation or Charter, as currently the case may be, and Bylaws of Merchants and each Merchants Subsidiary as in effecteffect on the date hereof. Except as set forth in the Merchants Disclosure Schedule, Merchants does not own or control, directly or indirectly, any equity interest in any corporation, company, association, partnership, joint venture or other entity and owns no real estate, except (i) residential real estate acquired through foreclosure or deed in lieu of foreclosure in each individual instance with a fair market value less than $500,000 and (ii) real estate used for its banking premises.

Corporate Organization. (a) Seller Each of Parent, the Merger Sub and the Subsidiaries of Parent is a corporation duly organized, organized and validly existing and as an entity in corporate good standing under the laws of the State jurisdiction of Delawareits incorporation, except, with respect to the Subsidiaries of Parent, as would not, either individually or in the aggregate, have a Material Adverse Effect on Parent. Seller Each of Parent, Merger Sub and the Subsidiaries of Parent has all requisite corporate the power and authority to own, lease or and operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of SellerEffect on Parent. Each of Seller’s Parent, Merger Sub and the Subsidiaries of Parent is duly organizedin possession of all franchises, validly existing andgrants, if applicableauthorizations, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power licenses, permits, easements, consents, certificates, approvals and authority orders necessary to own, lease and operate the properties it purports to own, operate or operate all of its properties and assets lease and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified have such franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and in good standing has not had and orders would not reasonably be expected to havenot, either individually or in the aggregate, have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have Effect on Parent. Parent has previously been made available to Parent and Purchaser, are true, correct, true and complete copies of (i) the Certificate of Incorporation of Parent and the Bylaws of Parent, each as in effect as of the date of this Agreement, and (ii) the minutes of the meetings of the Board of Directors and any Committee thereof in respect of meetings of the Board of Directors and such documents as currently in effectCommittees held since January 31, 2003 through the date hereof for which minutes have been prepared and approved.

Corporate Organization. (a) Seller Each of Parent and Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws of the State state of Delawareits incorporation. Seller Each of Parent and Merger Sub has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or result in the aggregate, a Seller Parent Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of the charter documents of Parent and Merger Sub which have previously been made available to Parent and Purchaser, the Company are true, correct, complete and complete correct copies of such documents as currently in effect. (b) Section 5.1(b) effect as of the Seller Disclosure Schedule sets forth the name and jurisdiction date of organization of each Subsidiary of Sellerthis Agreement. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, As used in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregatethis Agreement, a Seller “Parent Material Adverse Effect. ” means (ci) The articles a material adverse effect on the business, results of operations or certificate financial condition of incorporation Parent and bylaws its Subsidiaries taken as a whole or equivalent organizational documents (ii) a material adverse effect on Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that in determining whether a Parent Material Adverse Effect has occurred, there shall be excluded any effect on the Parent or its Subsidiaries relating to or arising in connection with (A) any adverse change, effect, event or occurrence, state of each facts or developments to the extent the public announcement or the pendency of this Agreement or the transactions contemplated hereby or any actions required to be taken (or refrained from being taken) in compliance herewith or otherwise with the consent of the other party hereto, including the impact thereof on the relationships of Parent or any of its Subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom Parent or any of its Subsidiaries has any relationship and including any litigation brought by any shareholder of the SellerCompany or Parent in connection with the transactions contemplated hereby, copies (B) any failure by Parent to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof (it being understood that this clause (B) does not and shall not be deemed to apply to the underlying cause or causes of any such failure), (C) any change in federal, state, non-U.S. or local law, regulations, policies or procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to the industries in which have previously been made available Parent or its Subsidiaries operate, (D) changes generally affecting the industries in which Parent or its Subsidiaries operate that are not specifically related to Parent and Purchaserits Subsidiaries and do not have a materially disproportionate adverse effect on the Parent and its Subsidiaries, are truetaken as a whole, correct(E) changes in economic conditions (including changes in the prevailing interest rates) in the United States, in any region thereof, or in any non-U.S. or global economy that do not have a materially disproportionate adverse effect on the Parent and complete copies its Subsidiaries, taken as a whole or (F) any attack on, or by, outbreak or escalation of such documents as currently in effecthostilities or acts of terrorism involving, the United States, or any declaration of war by the United States Congress or any hurricane or other natural disaster.

Corporate Organization. (a) Seller TD Banknorth is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller TD Banknorth is a bank holding company and a financial holding company registered under the BHC Act. TD Banknorth has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller TD Banknorth is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature (whether federal, state, local or foreign) where its ownership or leasing of the business conducted by it property or the character conduct of its business requires it to be so licensed or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified and or in corporate good standing has not and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectEffect on TD Banknorth. (b) Section 5.1(bTD Banknorth, NA (i) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, organized and validly existing and, if applicable, and is in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to ownUnited States, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature (whether federal, state, local or foreign) where its ownership or leasing of the business conducted by it property or the character conduct of its business requires it to be so licensed or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified and or in good standing has not had and would not have or reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse EffectEffect on TD Banknorth, and (iii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. Upon its organization, Merger Sub will be duly organized and validly existing and in good standing under the laws of the State of New Jersey. TD Banknorth owns all of the outstanding equity securities of TD Banknorth, NA, and following the organization of Merger Sub, TD Banknorth will own all of the outstanding equity securities of Merger Sub. (c) The articles or certificate TD Banknorth, NA is a national bank and is the only Subsidiary of incorporation and bylaws or equivalent organizational documents of each TD Banknorth that is a depository institution (as defined at 12 U.S.C. §1813(c)(1)). TD Banknorth, NA is a member of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correctBIF, and complete copies the deposit accounts of such documents as currently in effectTD Banknorth, NA are insured by the FDIC to the maximum extent provided by applicable law.

Corporate Organization. (a) Seller Yadkin is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina and is a bank holding company duly registered under the BHC Act. Seller Yadkin has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) The articles or certificate of incorporation Effect on Yadkin. True and bylaws or equivalent organizational documents of each complete copies of the Subsidiaries Amended Articles of Incorporation of Yadkin (the “Yadkin Certificate”) and the Amended Bylaws of Yadkin (the “Yadkin Bylaws”), as in effect as of the Sellerdate of this Agreement, copies of which have previously been made available by Yadkin to Parent NewBridge. (b) Each Subsidiary of Yadkin (a “Yadkin Subsidiary”) (i) is duly organized and Purchaservalidly existing under the laws of its jurisdiction of organization, are true(ii) is duly qualified to do business and, correctwhere such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Yadkin, and complete copies (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Yadkin to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of Yadkin that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such documents insurance are pending or threatened. Section 4.1(b) of the Yadkin Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Yadkin as currently in effectof the date hereof.

Corporate Organization. (a) Seller Newcourt is a corporation duly organized, validly existing and in corporate good standing under the laws of Ontario. Newcourt has the State of Delaware. Seller has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary. The restated articles of incorporation dated February 8, except where 1996, as amended by articles of amendment dated March 26, 1997 (the failure "Restated Articles of Incorporation"), and by-laws no. 1 and 4 of Newcourt, copies of which have previously been delivered to be so licensed or qualified CIT, are true and correct copies of such documents as in effect as of the date of this Agreement. (b) Each Newcourt Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Newcourt Subsidiary has not had the corporate power and would not reasonably be expected authority to have, either individually own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the aggregate, a Seller Material Adverse Effect. (c) nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary. The articles or certificate of incorporation incorporation, by-laws and bylaws or equivalent organizational similar governing documents of each of the Subsidiaries of the SellerSignificant Newcourt Subsidiary, copies of which have previously been made available to Parent and PurchaserCIT, are true, correct, true and complete correct copies of such documents as currently in effecteffect as of the date of this Agreement. (c) Except as set forth in Section 4.1(c) of the Newcourt Disclosure Schedule, the minute books of Newcourt and each Newcourt Subsidiary contain true and correct records of all meetings and other corporate actions held or taken since December 31, 1996 of their respective shareholders and Boards of Directors (including committees of their respective Boards of Directors).

Corporate Organization. (a) Seller FNB is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareFlorida. Seller FNB has all requisite the corporate power and authority and has all licenses, permits and authorizations of applicable Governmental Entities required to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the such failure to be so licensed or qualified would not have a Material Adverse Effect upon FNB. (b) True and complete copies of the articles of incorporation (the “FNB Charter”) and bylaws of FNB (the “FNB Bylaws”), each as amended, supplemented, restated and/or otherwise modified and in effect as of the date of this Agreement, have previously been made available to YDKN. (c) FNB Bank is a national banking association organized under the National Bank Act and regulated by OCC. FNB Bank is duly organized, and validly existing and in good standing under the laws of the United States and has the requisite power and authority, corporate or otherwise, to own its property and carry on its business as presently conducted, but is not had and qualified to do business in any other jurisdiction or required to be qualified to do business in any other jurisdiction except where the failure to be so qualified would not have a Material Adverse Effect on FNB. Each FNB Subsidiary (i) was duly organized, (ii) is validly existing and in good standing under the laws of its jurisdiction of organization, (iii) is duly licensed or qualified to do business in, and in good standing under the laws of, all jurisdictions, whether federal, state, local or foreign, where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iv) has all requisite corporate power and authority, and has all licenses, permits and authorizations of applicable Governmental Entities required, to own or lease its properties and assets and to carry on its business as now conducted, except for purposes of clause (iii) only, as would not be reasonably be expected likely to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) Effect on FNB. The articles or certificate of incorporation charter documents and bylaws or equivalent organizational documents of each Subsidiary of FNB that is a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X of the Subsidiaries of the SellerSEC, copies of which have previously been made available to Parent and PurchaserYDKN, are true, correct, true and complete correct copies of such documents as currently amended, supplemented, restated and/or otherwise modified and in effecteffect on the date of this Agreement.

Corporate Organization. (a) Seller SYBT is a corporation duly organized, validly existing and in corporate good standing under the laws of the State Commonwealth of DelawareKentucky and is a financial holding company duly registered with the FRB under the BHC Act. Seller Merger Subsidiary is a corporation duly formed, validly existing and in good standing under the laws of the Commonwealth of Kentucky. Each of SYBT and Merger Subsidiary has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is conducted in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Sellerall material respects. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power SYBT and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries Merger Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havehave a Material Adverse Effect on SYBT. True and complete copies of the Articles of Incorporation, as amended, of SYBT (the “SYBT Articles”) and the Bylaws of SYBT, as amended (the “SYBT Bylaws”), as in effect as of the date of this Agreement, have previously been made available by SYBT to KTYB. (b) Except, in the case of clauses (ii) and (iii) only, as would not, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Effect on SYBT, each Subsidiary of SYBT (ca “SYBT Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any SYBT Subsidiary to pay dividends or distributions except, in the case of a SYBT Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar regulated entities. The articles or certificate of incorporation and bylaws or equivalent organizational documents deposit accounts of each SYBT Subsidiary that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, insurance are true, correct, and complete copies of such documents as currently in effectpending or threatened.

Corporate Organization. (a) Seller First Financial is a corporation duly organized, organized and validly existing and in corporate good standing under the laws of the State of DelawareIndiana and is a bank holding company duly registered under the BHC Act. Seller First Financial has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller First Financial is duly licensed or qualified to do business and business, and, where such concept is recognized under applicable law, is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and or in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on First Financial. The Certificate of Incorporation True and the Bylaws of Seller, complete copies of which the First Financial Articles and First Financial Bylaws, as in effect as of the date of this Agreement, have previously been made available by First Financial to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectHopFed. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries First Financial (a “First Financial Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and or in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Effect on First Financial and (ciii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of First Financial to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The articles or certificate of incorporation and bylaws or equivalent organizational documents deposit accounts of each Subsidiary of First Financial that is an insured depository institution are insured by the Subsidiaries of FDIC through the SellerDeposit Insurance Fund to the fullest extent permitted by law, copies of which all premiums and assessments required to be paid in connection therewith have previously been made available to Parent and Purchaser, are true, correctpaid when due, and complete copies no proceedings for the termination of such documents as currently in effectinsurance are pending or threatened.

Corporate Organization. (a) Seller BB&T is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareNorth Carolina, is a bank holding company duly registered under the BHC Act and has elected to be treated as a financial holding company under the BHC Act. Seller BB&T has all requisite the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller BB&T is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The Certificate Effect on BB&T. True and complete copies of Incorporation the articles of incorporation of BB&T (the “BB&T Articles”) and the Bylaws bylaws of SellerBB&T (the “BB&T Bylaws”), copies in each case as in effect as of which the date of this Agreement, have previously been made available by BB&T to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectSunTrust. (b) Section 5.1(b) of Except as would not, either individually or in the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of aggregate, reasonably be expected to have a Material Adverse Effect on BB&T, each Subsidiary of Seller. Each of Seller’s Subsidiaries BB&T (a “BB&T Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership, leasing or operation of Seller’s Subsidiaries property or the conduct of its business requires it to be so licensed or qualified or in good standing and (iii) has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries BB&T or any Subsidiary of BB&T to pay dividends or distributions except, in the case of BB&T or a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all similarly regulated entities. The deposit accounts of each Subsidiary of BB&T that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in each jurisdiction in which the nature Section 3(y) of the business conducted Federal Deposit Insurance Act of 1950) to the fullest extent permitted by it law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or the character or location threatened. Section 4.1(b) of the properties BB&T Disclosure Schedule sets forth a true and assets ownedcomplete list of all Subsidiaries of BB&T that would constitute “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC as of the date hereof. There is no person whose results of operations, leasedcash flows, changes in shareholders’ equity or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or financial position are consolidated in the aggregate, a Seller Material Adverse Effectfinancial statements of BB&T other than the BB&T Subsidiaries. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller Xxxxxxx is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of DelawareDelaware and is a bank holding company duly registered under the BHC Act. Seller Xxxxxxx has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller Xxxxxxx is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing licensing, qualification or qualification standing necessary, except where the failure to be so licensed or qualified and or to be in corporate good standing has not and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect on Xxxxxxx. The Certificate of Incorporation True and the Bylaws of Seller, complete copies of which the Xxxxxxx Certificate and Xxxxxxx Bylaws, as in effect as of the date of this Agreement, have previously been made available by Xxxxxxx to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectSterling. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Each Subsidiary of Seller. Each of Seller’s Subsidiaries Xxxxxxx (a “Xxxxxxx Subsidiary”) (i) is duly organized, organized and validly existing and, if applicable, in corporate good standing under the laws of the its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its organization. Each ownership or leasing of Seller’s Subsidiaries property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Xxxxxxx, and (iii) has all requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each There are no restrictions on the ability of Seller’s Subsidiaries any Subsidiary of Xxxxxxx to pay dividends or distributions except, in the case of a Subsidiary that is duly licensed a regulated entity, for restrictions on dividends or qualified distributions generally applicable to do business all such regulated entities. The deposit accounts of each Subsidiary of Xxxxxxx that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in each jurisdiction in which connection therewith have been paid when due, and no proceedings for the nature termination of such insurance are pending or threatened. Section 4.1(b) of the business conducted by it or the character or location Xxxxxxx Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Xxxxxxx as of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effectdate hereof. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State Commonwealth of Delaware. Seller Pennsylvania and has all the requisite corporate power and authority to own, lease or and operate all of its properties and assets and to carry on its business as it is now being conducted. Seller The Company is duly qualified or licensed or qualified as a foreign corporation to do business business, and is in corporate good standing standing, in each jurisdiction in which the nature of the business conducted by it or where the character or location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except where the failure to be so duly qualified or licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Company Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b4.01(b) of the Seller Company Disclosure Schedule sets forth contains a true, complete and correct list of the name and jurisdiction of organization of each Subsidiary subsidiary of Sellerthe Company (each a “Company Subsidiary”). Each of Seller’s Subsidiaries Company Subsidiary is duly organized, validly existing and, if applicable, and in corporate good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries organization and has all the requisite corporate power and authority to own, lease or and operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified duly organized, validly existing and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Company Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each minute books of the Subsidiaries Company and each Company Subsidiary contain true, complete and correct records in all material respects (except as redacted therein) of all meetings and other material corporate actions held or taken since December 1, 2007 of their respective shareholders, members, partners or other equity holders and boards of directors or other governing bodies (including committees of their respective boards of directors or other governing bodies) through the date hereof. All such minute books of the Seller, copies of which Company have previously been made available to Parent. (d) The Company has made available to Parent and Purchaser, are true, correctcomplete and correct copies of the articles of incorporation, as amended to the date hereof (the “Company Articles”), and complete copies the bylaws, as amended to the date hereof (the “Company Bylaws”), of the Company and the equivalent organizational documents, each as amended the date hereof, of each Company Subsidiary. The Company Articles, the Company Bylaws, and such organizational documents as currently of the Company Subsidiaries are in effectfull force and effect and no dissolution, revocation or forfeiture proceedings regarding the Company or any Company Subsidiary have been commenced. The Company is not in violation of any provision of the Company Articles or the Company Bylaws, and no Company Subsidiary is in violation of any of the provisions of its organizational documents.

Corporate Organization. (a) Each member of the Seller Group is (and will at each applicable Closing be) a corporation Business Entity duly incorporated or organized, validly existing and existing, and, to the extent applicable in corporate its jurisdiction of incorporation or organization, in good standing under the laws Laws of the State its jurisdiction of Delaware. Seller incorporation or organization, and has all requisite full corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each member of the Seller Group has been, is and will at each applicable Closing be duly licensed or qualified as necessary to do business conduct the Business as it has been, is presently and will at each applicable Closing be conducted and, to the extent legally applicable, is and as of each applicable Closing will be in corporate good standing in under the Laws of each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessaryBusiness is conducted, except where the failure to be so licensed qualified or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, have a Seller Material Adverse Effect. The Certificate of Incorporation and Effect on the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectSellers or the Business. (b) Section 5.1(b) of The Acquired Company is a private limited company that is duly incorporated, validly existing, and, to the Seller Disclosure Schedule sets forth the name and extent applicable in its jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicableincorporation, in corporate good standing under the laws Laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries Netherlands, and has all requisite full corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries The Acquired Company is duly licensed or qualified as necessary to do conduct its business as it has been and is presently conducted and, to the extent legally applicable, is in good standing under the Laws of each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessaryconducts its business, except where the failure to be so licensed qualified or qualified and in good standing has not had and would not reasonably be expected to havehave a Material Adverse Effect on the Sellers or the Business. The Acquired Company does not, either individually directly or indirectly, have any Subsidiaries or own or have any interest in any of the share capital or capital stock or other equity securities (in the aggregateform of a loan, capital contribution or otherwise) of any other Person. Prior to the date hereof, the Sellers have provided the Purchaser with a Seller Material Adverse Effect. (c) The articles correct and complete copy of all organizational or certificate of incorporation and bylaws or equivalent organizational other governing documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effectAcquired Company.

Corporate Organization. (a) Seller Each of OTF and Merger Sub is a corporation duly organized, incorporated and validly existing and in corporate good standing under the laws Laws of the State of DelawareMaryland and in good standing with the SDAT. Seller Each of OTF and Merger Sub has all the requisite corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller , and is duly licensed or qualified to do business and is in corporate good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, owned or leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and each case, other than as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to OTF. The Certificate of Incorporation OTF has duly elected to be regulated as a BDC and the Bylaws of Seller, copies of which have previously such election has not been made available to Parent revoked or withdrawn and Purchaser, are true, correct, is in full force and complete copies of such documents as currently in effect. (b) Section 5.1(b) True, complete and correct copies of the Seller Disclosure Schedule sets forth charter of OTF (the name “OTF Charter”) and jurisdiction the Bylaws of organization OTF (the “OTF Bylaws”), as in effect as of each the date of this Agreement, have previously been publicly filed by OTF. True, correct and complete copies of the charter and bylaws of Merger Sub, as in effect as of the date hereof, have previously been provided to OTF II. (c) Each Consolidated Subsidiary of Seller. Each of Seller’s Subsidiaries OTF (i) is duly organizedincorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and, if applicable, and in corporate good standing under the laws Laws of the its jurisdiction of its incorporation or organization. Each of Seller’s Subsidiaries , as applicable, (ii) has all the requisite corporate or limited liability company (or similar) power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where other than in the failure to be so licensed or qualified case of clauses (ii) and in good standing has not had and (iii), as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse EffectEffect with respect to OTF. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

Corporate Organization. (a) Seller KTYB is a corporation duly organized, validly existing and in corporate good standing under the laws of the State Commonwealth of DelawareKentucky and is a financial holding company duly registered with the FRB under the BHC Act. Seller KTYB has all requisite the corporate power and authority to own, own or lease or operate all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries KTYB is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, owned or operated leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (cEffect on KTYB. As used in this Agreement, the word “Subsidiary” shall have the meaning ascribed to it in Section 2(d) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries BHC Act. True and complete copies of the SellerArticles of Incorporation, copies as amended, of which KTYB (the “KTYB Articles”), and the Bylaws of KTYB, as amended (the “KTYB Bylaws”), as in effect as of the date of this Agreement, have previously been made available by KTYB to Parent SYBT. (b) Except, in the case of clauses (ii) and Purchaser(iii) only, are trueas would not, correcteither individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB, each Subsidiary of KTYB (a “KTYB Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate other applicable entity power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any KTYB Subsidiary to pay dividends or distributions except, in the case of a KTYB Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similar regulated entities. Section 3.1(b) of the KTYB Disclosure Schedule sets forth a true and complete copies list of such documents all KTYB Subsidiaries as currently in effectof the date hereof.

Corporate Organization. (a) Seller Parent is duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The copies of the organizational documents of Parent previously delivered by Parent to the Company are true, correct and complete and are in effect as of the date of this Agreement. Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. Parent is duly licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. (b) First Merger Sub is a corporation duly organized, validly existing and in corporate good standing under the laws Laws of the State of Delaware. Seller has all requisite , with full corporate power and authority to own, lease or operate all of enter into this Agreement and perform its properties and assets and to carry on its business as it obligations hereunder. Second Merger Sub is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is limited liability company duly organized, validly existing and, if applicable, and in corporate good standing under the laws Laws of the jurisdiction State of its organization. Each of Seller’s Subsidiaries has all requisite corporate Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations hereunder. Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, lease directly or operate all of its properties indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated or unincorporated. First Merger Sub and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correctSecond Merger Sub are, and complete copies of such documents as currently at all times have been, in effectcompliance with all restrictions, covenants, terms and provisions set forth in their respective organizational documents.