Common use of Absence of Defaults and Conflicts Resulting from the Transactions Clause in Contracts

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture Deposit Agreement and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureDeposit Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities Shares by the Company, (ii) the execution, delivery and performance of this Agreement by the Company Company, and (iii) compliance with the provisions of this Agreement and of the Indenture hereof and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureAgreement, except such as have been, or will have been prior to the each Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture Deposit Agreement and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureDeposit Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities Notes by the Company, (ii) execution, the execution and delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and the compliance by the Company with all of the provisions of the Indenture and this Agreement and the consummation of the transactions therein and herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a Material Adverse Effectwhole), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-By laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Company, the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery issue and performance sale of the Notes or the consummation by the Company of this Agreement or in connection with the consummation of the transactions contemplated by the Indenture and this Agreement and the IndentureAgreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Notes by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture Indentures and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureIndentures, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities Shares by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureAgreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Shares by the UnderwritersUnderwriter.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) execution, delivery and performance of this Agreement the Transaction Documents by each of the applicable Energy Transfer Entities, the issuance and sale of the Offered Securities by the Company Partnership and (iii) the compliance with the terms and provisions of this Agreement thereof does not and will not (i) violate the Organizational Documents of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with applicable Energy Transfer Entities or (ii) result in any a breach or violation of any of the terms or and provisions of, or constitute a default under, nor has any event occurred that with notice, lapse of time or both would result in any breach or violation of or constitute a default under, or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any security interest, lien, charge or encumbrance Lien upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property Energy Transfer Entities pursuant to the Organizational Documents, any statute, rule, regulation or assets order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company applicable Energy Transfer Entity or any of their properties, or any Agreements and Instruments (other than pursuant to the Bank is subject (Existing Indebtedness and under the Indenture, any Collateral Documents and Security Documents entered into with respect to the Offered Securities and the New Credit Agreements), except as for breaches, defaults or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). A “Debt Repayment Triggering Event” means any event or condition that gives, nor will such action result in or with the giving of notice or lapse of time would give, the holder of any violation note, debenture, or other evidence of the provisions of the organizational documents indebtedness (including Articles of Organization or By-laws) of the Company or the Bank or any statute person acting on such holder’s behalf) the right to require the repurchase, redemption or any order, rule repayment of all or regulation a portion of any court or governmental agency or body having jurisdiction over such indebtedness by the Company or the Bank applicable Energy Transfer Entities or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwritersrespective subsidiaries.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement and the Master Agreement by the Company Company, and (iii) compliance with the provisions of this Agreement hereof, the Indenture and of the Indenture Master Agreement and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the Master Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and The sale of the Securities by the CompanyTrust, (ii) the Company’s execution, delivery and performance of this Agreement, the Remarketing Agreement, the Supplemental Indenture Amendment and, once issued, the performance of the terms of the Preferred Stock as established in the Company’s Articles of Organization, and the execution, delivery and performance of the Remarketing Agreement by the Company Trust and (iii) the compliance with the provisions of this Agreement and of the Indenture thereof and the consummation of the transactions therein and herein and therein contemplated by the Company and the Trust, as applicable, will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement Agreement, the Remarketing Agreement, the Supplemental Indenture Amendment or the issuance of Preferred Stock in accordance with the Stock Purchase Contract Agreement, the execution, delivery and performance by the Trust of the Remarketing Agreement, or in connection with the consummation of the transactions contemplated by this Agreement, the Remarketing Agreement and the Supplemental Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the UnderwritersUnderwriter.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) the execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture Deposit Agreement and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureDeposit Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities Shares by the Company, (ii) execution, delivery and performance of this Agreement by the Company and (iii) compliance with the provisions of this Agreement and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the IndentureAgreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Shares by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Capital Securities and Common Securities (herein collectively called the “Trust Securities”) by the Trust and the issue and sale of the Debentures by the Company, (ii) execution, the execution and delivery of the Guarantor Agreements and performance of this Agreement and the compliance by the Company and (iii) compliance with all of the provisions of the Trust Securities, the Guarantor Agreements and this Agreement and of the Indenture and the consummation of the transactions therein and herein and therein contemplated by the Company will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a Material Adverse Effectwhole), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-By laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Company, the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery issue and performance sale of the Trust Securities or the consummation by the Company of this Agreement or in connection with the consummation of the transactions contemplated by the Guarantor Agreements and this Agreement and (including the Indentureissuance of the Debentures), except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Capital Securities by the Underwriters.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Securities by the Company, (ii) execution, delivery and performance of the Indenture, the Offered Securities and this Agreement by Agreement, the Company issuance and (iii) sale of the Offered Securities and Guarantees and compliance with the terms and provisions of this Agreement hereof and of the Indenture and the consummation of the transactions herein and therein contemplated by the Company thereof, in each case, will not conflict with or result in any a breach or violation of any of the terms or and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantors or its any of their respective subsidiaries pursuant to, the charter or by-laws (or similar organizational documents) of the Company, the Guarantors or any indentureof their respective subsidiaries, mortgageany statute, deed any rule, regulation or order of trustany governmental agency or body or any court, loan agreementdomestic or foreign, contract having jurisdiction over the Company, the Guarantors, any of their respective subsidiaries or other any of their properties, or any agreement or instrument to which the Company Company, the Guarantors or the Bank any of their respective subsidiaries is a party or by which the Company Company, the Guarantors or the Bank any of their respective subsidiaries is bound or to which any of the property or assets properties of the Company Company, the Guarantors or any of their respective subsidiaries is subject, except in each case (other than in relation to any of the Bank is subject foregoing under such charter or by-laws (except or similar organizational documents)), for any such breach, violation or default as would not, individually or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect). A “Debt Repayment Triggering Event” means any event or condition that gives, nor will such action result in or with the giving of notice or lapse of time would give, the holder of any violation note, debenture, or other evidence of the provisions of the organizational documents indebtedness (including Articles of Organization or By-laws) of the Company or the Bank or any statute person acting on such holder’s behalf) the right to require the repurchase, redemption or any orderrepayment of all or a portion of such indebtedness by the Company, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Bank Guarantors or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and the Indenture, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwritersrespective subsidiaries.

Absence of Defaults and Conflicts Resulting from the Transactions. The (i) issue and sale of the Capital Securities and the Trust Common Securities by the Trust and the issue and sale of the Junior Subordinated Debentures and Preferred Stock by the Company, (ii) the execution, delivery and performance of this the Guarantor Transaction Agreements, the Described Remarketing Agreement and the terms of the Preferred Stock as established in the Company’s Articles of Organization, once issued, by the Company and the execution, delivery and performance of the Trust Transaction Agreements by the Trust, and (iii) compliance with the provisions of this Agreement and of the Indenture thereof and the consummation of the transactions therein and herein and therein contemplated by the Company and the Trust, as applicable, will not conflict with or result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement, contract or other agreement or instrument to which the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject (except as would not, individually or in the aggregate, reasonably be expected to result in any material adverse change in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”)), nor will such action result in any violation of the provisions of the organizational documents (including Articles of Organization or By-By laws) of the Company or the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Company, the Bank or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this the Guarantor Transaction Agreements or the Described Remarketing Agreement or the issuance of Preferred Stock in connection accordance with the consummation Stock Purchase Contract Agreement or for the execution, delivery and performance by the Trust of the transactions contemplated by this Agreement and the IndentureTrust Transaction Agreements, except such as have been, or will have been prior to the Closing Date, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities Normal APEX by the Underwriters.