Mergers, Acquisitions, Sales, Etc.; Subsidiaries The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formation of any Subsidiary.

Consolidation, Merger or Sale of Assets, Etc.; Subsidiaries The Borrower will not be a party tonot, nor will it permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or purchaseconvey, sell, lease or otherwise acquire all or substantially alldispose of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its property or assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formation of any Subsidiary.except:

The Borrower will not, and will not be a partypermit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to any mergermerge into or consolidation,consolidate with it, or purchasesell, lease, transfer or otherwise acquiredispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets,Subsidiaries (in each case, whether now owned or sellhereafter acquired) or assign withliquidate or without recourse any portiondissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of the Collateral or any interest therein (other than pursuant hereto). The BorrowerDefault shall not have or permit the formation of any Subsidiary.occurred and be continuing:

Consolidations and Mergers None of the Borrowers shall, or permit any mergerSubsidiary to, merge, consolidate with or consolidation,into, or purchaseconvey, transfer, lease or otherwise acquiredispose of (whether in one transaction or in a series of transactions) all or substantially all of theits assets (whether now owned or any stockhereafter acquired) to or membership interestsin favor of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formation of any Subsidiary.except:

Section # Consolidation, Merger, Acquisitions, Asset Sales, Etc.; Subsidiariesetc. The Borrower will not, and will not be a party topermit any Subsidiary to, # wind up, liquidate or dissolve its affairs, # enter into any transaction of merger or consolidation, or purchase# make or otherwise acquire alleffect any Acquisition, # make or substantially allotherwise effect any Asset Sale, or # agree to do any of the assetsforegoing at any future time, except that, if no Default or any stockEvent of Default shall have occurred and be continuing or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portionwould result therefrom, each of the Collateral or any interest therein (other than pursuant hereto). The Borrowerfollowing shall not have or permit the formation of any Subsidiary.be permitted:

The Borrower will not, and will not be a partypermit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to any mergermerge into or consolidation,consolidate with it, or purchasesell, lease, transfer or otherwise acquiredispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the assetsstock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, # the Borrower or any stock or membership interests ofother Loan Party may merge with a Loan Party if the Borrower (or such Loan Party if the Borrower is not a party to such merger) is the surviving Person, # any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof,Subsidiary may sell, transfer, conveylease or leaseotherwise dispose of all or any substantial partsubstantially all of its assets,assets to another Loan Party and the Borrower or sellsuch Subsidiary may sell, lease, transfer or assign withotherwise dispose of all or without recourse any portionsubstantially all of such Subsidiary’s stock to another Loan Party, and # the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formationmay change its limited liability company form to a corporation in anticipation of any Subsidiary.a Qualified IPO.

Neither Borrower nor the Subsidiary Bank will not be a party to any merger or consolidation, or purchasesell, transfer, lease or otherwise acquire all or substantially alldispose of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantialmaterial part of its assets, ornor sell or assignany item of Collateral, including but without limitation with or without recourserespect to Borrower, any portion of the Collateralcapital stock of the Subsidiary Bank. Further, neither Borrower nor the Subsidiary Bank will purchase any material part of the assets of another Person, except pursuant to a transaction by the Subsidiary Bank in the ordinary course of business or any interest therein (other than pursuant hereto). Thea transaction in which Borrower shall not have or permit the formation of any Subsidiary.Subsidiary Bank, as appropriate, is the acquiror and no Change in Control has occurred.

Section # Mergers, Acquisitions, Sales, Etc.; SubsidiariesConsolidations and Sales. The Borrower will notshall not, nor shall it permit any of its Restricted Subsidiaries to, be a party to any mergermerger, consolidation, division or consolidation,amalgamation, or purchasesell, transfer, lease or otherwise acquire all or substantially alldispose of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The BorrowerProperty; provided, however, that this Section shall not have or permit the formation of any Subsidiary.apply to nor operate to prevent:

Except for Permitted Acquisitions, Sales, Etc.; Subsidiaries The Borrowerthe Borrowers will not, and will not be a partypermit any of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to any mergermerge into or consolidation,consolidate with it, or purchasesell, transfer, lease or otherwise acquireDispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the assetsEquity Interests issued by any of its Subsidiaries (in each case, whether now owned or any stockhereafter acquired), or membership interests of any class of,liquidate or any partnershipdissolve, or joint venture interest in,suffer any other Person, or, other than in compliance withtype of Change of Control, provided that, if at the terms hereof, sell, transfer, conveytime thereof and immediately after giving effect thereto, no Default or lease allEvent of Default shall or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall notwould have or permit the formation of any Subsidiary.occurred and be continuing:

. The Borrower will not beBorrowers shall not, nor shall the Company permit any Significant Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, agree to or effect any acquisition of at least a party to any mergermajority of the Capital Stock or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any stockdivision or membership interestsline of business of any class of,Person, or any partnershipDispose of (whether in one transaction or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or leasea series of transactions) all or any substantial partsubstantially all of its assets,assets (whether now owned or sellhereafter acquired) to or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formationin favor of any Subsidiary.Person, except that: