SECTION # Corporate and Governmental Authorization; No Contravention; Filing; No Immunity.

Section # Organizational and Governmental Authorization; No Contravention 33

Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party are # within the its corporate powers, # have been duly authorized by all necessary corporate and shareholder action, # require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by [Sections 5.1(f), 5.1(g) and 7.7]7]7], all of which have been (or as of the Closing Date will have been) duly made and in full force and effect), # do not contravene or constitute a default under # its articles of incorporation or by-laws, # any Law applicable to it, except to the extent (solely in the case of the Master Servicer) that the failure to comply therewith could not, in the aggregate, be expected to have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), business or properties of Arrow and the other Originators, taken as a whole, # any contractual restriction binding on or affecting it or its property or # any order, writ, judgment, award, injunction, decree or other instrument binding on or affecting it or its property, or # result in the creation or imposition of any Adverse Claim upon or with respect to its property or the property of any of its Subsidiaries (except as contemplated hereby).

Non-Contravention. Except as stated in the Capital Stock Exchange Agreement with Epoint Payment Corp, Paragraph 2.2(c), 2.7(d), 2.16, 2.18 and subject to the consent of Epoint Payment Corp., the execution, delivery and performance of and compliance with the Transaction Documents by [[Organization B:Organization]] do not and will not result in any violation of or conflict with the Certificate of Incorporation or [[Organization B:Organization]]’s Bylaws, or result in a material breach of, or constitute a material default under any material agreement to which [[Organization B:Organization]] or its properties or assets is or may be bound.

Non-Contravention. The execution and delivery of this Agreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby will not, # except as may be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorization or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration under any agreement, trust, commitment, order, judgment, writ, stipulation, settlement, award, decree or other instrument binding on Buyer or # violate any provision of Buyer’s organizational documents, in case of each of clauses (i) and (ii), except as would not reasonably be expected to prevent or materially delay the consummation by Buyer of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.

Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Seller is a party, nor the consummation of the Partnership Buyout or the grant of the Buyer Options contemplated hereby, will # violate or conflict with any Law or Order to which Seller is subject, # conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which Seller is a party or by which Seller is bound or to which any of Seller’s assets is subject, # result in the imposition or creation of a Lien upon or with respect to the Partnership Securities or # violate any provision of the Organizational Documents of Seller.

The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by Cosmos will not, directly or indirectly (with or without notice or lapse of time):

Non-Contravention; Consents. Except as set forth in Part ​ of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will directly or indirectly (with or without notice or lapse of time):

Authority; Non-Contravention. The CR Shareholders have all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the CR Shareholders and the consummation by the CR Shareholders of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of [[Organization A:Organization]] and the Company. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of the CR Shareholders , enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, # the articles of association of the Company, # any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or their respective properties or assets, or # subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability of the CR Shareholders to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the CR Shareholders or the Company in connection with the execution and delivery of this Agreement by the CR Shareholders or the consummation by the CR Shareholders , as the case may be, of any of the transactions contemplated by this Agreement.

Authority; Non-Contravention. FDOC has all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Following the approval of the stockholders of FDOC, the execution and delivery of this Agreement by FDOC and the consummation by FDOC of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of FDOC. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of FDOC, enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of FDOC under, # the certificate of incorporation or bylaws of FDOC, # any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to FDOC or their respective properties or assets, or # subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to FDOC or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to FDOC or could not prevent, hinder or materially delay the ability of FDOC to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to FDOC in connection with the execution and delivery of this Agreement by FDOC or the consummation by FDOC, as the case may be, of any of the transactions contemplated by this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.