Common use of Compliance with Laws, Permits and Instruments Clause in Contracts

Compliance with Laws, Permits and Instruments. (a) Each of PCCI, the Bank and each Trust is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (v) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank, the Trusts or their assets, operations, properties or businesses, or (v) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts or their assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCI, the Bank and each Trust is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (v) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, including but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby by PCBC, will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Articles of Incorporation/Association or Bylaws of PCBC or PCBNA, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCBC, PCBNA or their assets, operations, properties or businesses, or (iii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree or, to the Knowledge of PCBC, any statute, law, ordinance, rule or regulation applicable to PCBC, PCBNA or their assets, operations, properties or businesses. (b) The execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of the Merger Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby by PCBNA, will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Articles of Association or Bylaws of PCBNA, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCBNA or its assets, operations, properties or businesses, or (iii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree or, to the Knowledge of PCBC, any statute, law, ordinance, rule or regulation applicable to PCBNA or its assets, operations, properties or businesses. (c) The execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of the Merger Agreement and consummation of the transactions contemplated thereby by Newco, will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCINewco, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank, the Trusts Newco or their its assets, operations, properties or businessesbusiness, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decreedecree or, to the best Knowledge of PCBC, any statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts Newco or their its assets, operations, properties or businessesbusiness.

Compliance with Laws, Permits and Instruments. (a) Each Except as set forth on Confidential Schedule 4.05, each of PCCIFFIN and FFB holds all material licenses, registrations, franchises, permits and authorizations necessary for the Bank lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to FFIN, individually or in the aggregate, or to the Knowledge of FFIN is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on Confidential Schedule 4.05, each Trust of FFIN and FFB has in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will shall not be in default) under, or in violation of, (i) any provision of the Certificate certificate of Incorporation formation or Bylaws bylaws of PCCIFFIN, the articles of association or bylaws of FFB, or other governing documents of FFIN or FFB, as applicable (collectively, the “FFIN Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to FFIN or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of FFIN or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The Except as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIFFIN Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, statute, lawLaw, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts FFIN or any Subsidiary of FFIN or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as set forth on Confidential Schedule 3.04, OSB, the Bank and each Trust OSB RE have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (or and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws Formation of PCCIOSB, (ii) any provision of the Articles of Incorporation or Bylaws Association of the Bank, the Bylaws or other governing documents of OSB, the Bank or OSB RE, as applicable (iii) collectively, the Trust Agreements with respect to the Trusts“OSB Constituent Documents”), and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIOSB, the Bank or the Trusts Bank, OSB RE or their respective assets, operations, properties or businesses now conducted or heretofore conducted businesses, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCIOSB, the Bank, the Trusts OSB RE or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Changebusinesses. (b) The Except as set forth on Confidential Schedule 3.04, the execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIOSB Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIOSB, the Bank, the Trusts OSB RE or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCIOSB, the Bank, the Trusts OSB RE or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as disclosed on Schedule 3.04, ANBFC, ANBFC Delaware, and the Bank have in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Articles of Incorporation of ANBFC, the Certificate of Incorporation of ANBFC Delaware, the Articles of Association of the Bank, or Bylaws of PCCIANBFC, ANBFC Delaware, or the Bank, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIANBFC, ANBFC Delaware, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCIANBFC, ANBFC Delaware, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses now conducted or heretofore conducted. Except as set forth on Schedule 3.04, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Articles of Incorporation of ANBFC, the Certificate of Incorporation of ANBFC Delaware, or Articles of Association of the Bank or Bylaws of PCCIANBFC, ANBFC Delaware, or the Bank, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIANBFC, ANBFC Delaware, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCIANBFC, ANBFC Delaware, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as set forth in Schedule 3.04, Pacific and the Bank and each Trust is Pacific Subsidiaries, as applicable, are in compliance with, and is are not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate Articles of Incorporation or Bylaws of PCCIPacific or the Pacific Subsidiaries (other than the Subsidiary Banks), (ii) any provision of the Articles of Incorporation Association or Bylaws of the Bank, Subsidiary Banks (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank Pacific or the Trusts Pacific Subsidiaries or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viv) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCIPacific, the Bank, the Trusts Pacific Subsidiaries or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change., (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate Articles of Incorporation or Bylaws of PCCIPacific and the Pacific Subsidiaries (other than the Subsidiary Banks), (ii) any provision of the Articles of Incorporation Association or Bylaws of the BankSubsidiary Banks, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIPacific, the Bank, the Trusts Pacific Subsidiaries or their assets, operations, properties or businesses, or (viv) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCIPacific, the Bank, the Trusts Pacific Subsidiaries or their assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Parent holds all material licenses, registrations, franchises, permits and authorizations necessary for the lawful conduct of PCCIits business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to Parent, individually or in the Bank aggregate, or to the Knowledge of Parent is reasonably likely to materially and each Trust adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Parent has in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not shall be in default) under, or in violation of, (i) any provision of the Certificate certificate of Incorporation formation or Bylaws bylaws of PCCIParent or any Subsidiary of Parent or other governing documents of Parent, as applicable (collectively, the “Parent Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, material mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIParent or any Subsidiary of Parent, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted conducted, taken as a whole or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to Parent or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of Parent or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIParent Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIParent or any Subsidiary of Parent, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule material Law or regulation Order of any Governmental Entity applicable to PCCI, the Bank, the Trusts or Parent and any Subsidiary of Parent and their respective assets, operations, properties or and businesses, taken as a whole.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as disclosed on Schedule 3.04, Baytown has in all material respects performed and abided by all obligations required to be performed by it to the Bank date hereof, and each Trust has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate Articles of Incorporation Association or Association or Bylaws of PCCIBaytown, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, material mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank Baytown or the Trusts or their respective its assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Baytown or their respective its assets, operations, properties or businesses business now conducted or heretofore conducted. Except as set forth on Schedule 3.04, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankConsolidation Agreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate Articles of Incorporation Association or Bylaws of PCCIBaytown, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank, the Trusts Baytown or their its assets, operations, properties or businesses, businesses or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts Baytown or their its respective assets, operations, properties or businessesbusiness.

Compliance with Laws, Permits and Instruments. (a) Each Except as set forth on Confidential Schedule 4.05, each of PCCIEQBK and its Subsidiaries holds all material licenses, registrations, franchises, permits and authorizations necessary for the lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to EQBK, individually or in the aggregate, or to the Knowledge of EQBK is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on Confidential Schedule 4.05, each of EQBK and Equity Bank has in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or and with the giving of notice or the passage of time will shall not be in default) under, or in violation of, (i) any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of PCCIEQBK or Equity Bank or other governing documents of EQBK or Equity Bank, as applicable (collectively, the “EQBK Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to EQBK or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of EQBK or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The Except as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIEQBK Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, statute, lawLaw, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts EQBK or any Subsidiary of EQBK or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Except as set forth on Confidential Schedule 4.05, each of PCCIFFIN and FFB holds all material licenses, registrations, franchises, permits and authorizations necessary for the Bank lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to FFIN, individually or in the aggregate, or to the Knowledge of FFIN is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on Confidential Schedule 4.05, each Trust of FFIN and FFB has in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will shall not be in default) under, or in violation of, (i) any provision of the Certificate certificate of Incorporation formation or Bylaws bylaws of PCCIFFIN, the articles of association or bylaws of FFB, or other governing documents of FFIN or FFB, as applicable (collectively, the “FFIN Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted conducted, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to FFIN or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of FFIN or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The Except as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIFFIN Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank, the Trusts or their respective assets, operations, properties or businesses, or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, statute, lawLaw, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts FFIN or any Subsidiary of FFIN or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each A. Except as disclosed on Schedule 3.04, to the best knowledge of PCCIFTC, FTC and the Bank have in all material respects performed and each Trust is abided by all obligations required to be performed by them to the date hereof, and have complied with, and are in compliance with, and is are not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any material provision of the Articles of Incorporation or Bylaws of FTC or Articles or Bylaws of the Bank, Bank (iii) the Trust Agreements with respect to the Trusts, and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, FTC or the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any material provision of any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, FTC or the Bank, the Trusts Bank or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The B. Except as set forth on Schedule 3.04, to the best knowledge of FTC, the execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any material provision of the Articles of Incorporation or Bylaws of FTC or the Articles or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (ivii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, FTC or the Bank, the Trusts Bank or their assets, operations, properties or businesses, businesses or (viii) any material provision of any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, FTC or the Bank, the Trusts Bank or their assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Except as set forth on Confidential Schedule 4.05, each of PCCIEQBK and Equity Bank holds all material licenses, registrations, franchises, permits and authorizations necessary for the lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to EQBK, individually or in the aggregate, or to the Knowledge of EQBK is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on Confidential Schedule 4.05, each of EQBK and Equity Bank has in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not shall be in default) under, or in violation of, (i) any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of PCCIEQBK or Equity Bank or other governing documents of EQBK or Equity Bank, as applicable (collectively, the “EQBK Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to EQBK or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of EQBK or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The Except as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIEQBK Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts EQBK or any Subsidiary of EQBK or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Except as --------------------------------------------- disclosed on Schedule 3.04, each of PCCIRCBI, RDFC and the Bank has in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate Articles of Incorporation of RCBI or Bylaws of PCCIRDFC, (ii) any provision of the Articles of Incorporation the Bank or the Bylaws of RCBI, RDFC or the Bank, (iii) the Trust Agreements with respect to the Trusts, and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIRCBI, RDFC, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCIRCBI, RDFC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses now conducted or heretofore conducted. Except as set forth on Schedule 3.04, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate Articles of Incorporation of RCBI or RDFC, the Articles of the Bank or the Bylaws of PCCIRCBI, RDFC or the Bank, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIRCBI, RDFC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCIRCBI, RDFC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as disclosed on Schedule 3.04, Mercantile Bank has in all material respects performed and abided by all obligations required to be performed by it to the Bank date hereof, and each Trust has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate Articles of Incorporation Association or Bylaws of PCCIMercantile Bank, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Mercantile Bank or the Trusts or their respective its assets, operations, properties or businesses now conducted or heretofore conducted conducted, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Mercantile Bank or their respective its assets, operations, properties or businesses now conducted or heretofore conducted. Except as set forth on Schedule 3.04, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate Articles of Incorporation Association or Bylaws of PCCIMercantile Bank, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank, the Trusts Mercantile Bank or their its assets, operations, properties or businesses, or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts Mercantile Bank or their its respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Except as --------------------------------------------- disclosed on Schedule 3.05, each of PCCIthe ASBI Companies has in all material ------------- respects performed and abided by all obligations required to be performed by it to the date hereof, the Bank and each Trust has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIArticles, (ii) any provision of the Articles of Incorporation Charters, Certificates or Bylaws of the BankASBI Companies, (iii) the Trust Agreements with respect to the Trusts, and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank or the Trusts ASBI Companies or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, any of the Bank, the Trusts ASBI Companies or their respective assets, operations, properties or businesses now conducted or heretofore conducted. Except as set forth on Schedule 3.05, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (b) The execution, delivery and (provided ------------- the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Articles, Charter, Certificate of Incorporation or Bylaws of PCCIthe ASBI Companies, (ii) any provision of the Articles of Incorporation material contract or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior agreement applicable to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank, the Trusts ASBI Companies or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts ASBI Companies or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIEQBK and Equity Bank holds all material licenses, registrations, franchises, permits and authorizations necessary for the lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to EQBK, individually or in the aggregate, or to the Knowledge of EQBK is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Each of EQBK and Equity Bank has in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied in all material respects with, and is in material compliance with, and is not in default (or and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of PCCIEQBK or Equity Bank or other governing documents of EQBK or Equity Bank, as applicable (collectively, the “EQBK Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted businesses, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state material Law or local law, ordinance, rule or regulation Order of any court, arbitrator Governmental Entity applicable to EQBK or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of EQBK or their respective assets, operations, properties or businesses now conducted businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or heretofore conductedviolation, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in would not have a Material Adverse ChangeChange on EQBK or any Subsidiary of EQBK. (bc) The execution, delivery and (provided the required regulatory and stockholder approvals are subsequently obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict in any material respect with, or result, by itself or with the giving of notice or the passage of time, in any material violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIEQBK Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank, the Trusts or their respective assets, operations, properties or businesses, or (v) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts or their assets, operations, properties or businesses.businesses or

Compliance with Laws, Permits and Instruments. (a) Each of PCCIEQBK and its Subsidiaries holds all material licenses, registrations, franchises, permits and authorizations necessary for the lawful conduct of its business and is not in violation of any applicable Law or Order of any Governmental Entity, which is reasonably likely to result in a Material Adverse Change as to EQBK, individually or in the aggregate, or to the Knowledge of EQBK is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Each of EQBK and Equity Bank has in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or and with the giving of notice or the passage of time will shall not be in default) under, or in violation of, (i) any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of PCCIEQBK or Equity Bank or other governing documents of EQBK or Equity Bank, as applicable (collectively, the “EQBK Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator Governmental Entity applicable in any material respect to EQBK or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCI, the Bank, the Trusts Subsidiary of EQBK or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The execution, delivery and (provided the required regulatory and stockholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIEQBK Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIEQBK or any Subsidiary of EQBK, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, orderOrder, decree, statute, lawLaw, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts EQBK or any Subsidiary of EQBK or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as set forth in Schedule 4.04, SBB and the Bank and each Trust is SBB Subsidiaries, as applicable, are in compliance with, and is are not in default (or with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any provision of the Articles of Incorporation or Bylaws of the BankSBB or any SBB Subsidiary, (iii) the Trust Agreements with respect to the Trusts, and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCI, the Bank SBB or the Trusts any SBB Subsidiary or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCISBB, the Bank, the Trusts SBB Subsidiaries or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in have a Material Adverse Changematerial adverse effect on the business, results of operations, financial condition, or (insofar as they can reasonably be foreseen) prospects of SBB taken as a whole. (b) The execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, including but not limited to the Merger Agreement by PCCI or the BankAgreement, and the consummation of the transactions contemplated hereby and thereby thereby, will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCI, (ii) any provision of the Articles of Incorporation or Bylaws of the BankSBB or any SBB Subsidiary, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (ivii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCISBB, the Bank, the Trusts SBB Subsidiaries or their assets, operations, properties or businesses, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCISBB, the Bank, the Trusts SBB Subsidiaries or their assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each of PCCIExcept as set forth on Confidential Schedule 3.04, FBC and the Bank have in all material respects performed and each Trust abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (or and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the Certificate of Incorporation or Bylaws Formation of PCCIFBC, (ii) any provision of the Articles of Incorporation or Bylaws Association of the Bank, the Bylaws or other governing documents of FBC or the Bank, as applicable (iii) collectively, the Trust Agreements with respect to the Trusts“FBC Constituent Documents”), and (ivii) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFBC, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted businesses, or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state or local law, ordinance, rule or regulation of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable to PCCIFBC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Changebusinesses. (b) The Except as set forth on Confidential Schedule 3.04, the execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIFBC Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFBC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCIFBC, the Bank, the Trusts Bank or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) Each Except as set forth on Confidential Schedule 4.05, each of PCCIFFIN and FFB holds all material licenses, registrations, franchises, permits and authorizations necessary for the Bank lawful conduct of its business and is not in violation of any applicable law, statute, order, rule, regulation, policy and/or guideline of any court, administrative agency, commission or other governmental or regulatory authority or instrumentality, which is reasonably likely to result in a Material Adverse Change as to FFIN or FFB, individually or in the aggregate, or to the Knowledge of FFIN or FFB is reasonably likely to materially and adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on Confidential Schedule 4.05, each Trust of FFIN and FFB has in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and has complied with, and is in compliance with, and is not in default (or with the giving of notice or the passage of time will not shall be in default) under, or in violation of, (i) any provision of the Amended and Restated Certificate of Incorporation Formation or Amended and Restated Bylaws of FFIN, the Articles of Association or Bylaws of PCCIFFB, or other governing documents of FFIN or FFB, as applicable (collectively, the “FFIN Constituent Documents”), (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) the Trust Agreements with respect to the Trusts, and (iv) any material provision of any loan agreement, security or pledge agreement, mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank or the Trusts or their respective assets, operations, properties or businesses now conducted or heretofore conducted or (viii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, award, statute, federal, state decree or local law, ordinance, rule or regulation award of any court, arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality applicable in any material respect to PCCI, the Bank, the Trusts FFIN or any Subsidiary of FFIN or their respective assets, operations, properties or businesses now conducted or heretofore conducted, which noncompliance or violation would, individually or in the aggregate, reasonably be anticipated to result in a Material Adverse Change. (bc) The Except as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory and stockholder shareholder approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, including, but not limited to the Merger Agreement by PCCI or the Bank, and the consummation completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of PCCIFFIN Constituent Documents, (ii) any provision of the Articles of Incorporation or Bylaws of the Bank, (iii) provided the obligations of PCCI are assumed by PCBC (A) pursuant to a merger of PCCI into PCBC (such merger to be consummated prior to the merger of the Bank into PCBNA) and (B) in accordance with the Operative Documents, any provision of the Operative Documents applicable to each Trust, (iv) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to PCCIFFIN or any Subsidiary of FFIN, the Bank, the Trusts or their respective assets, operations, properties or businesses, businesses or (viii) any material permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to PCCI, the Bank, the Trusts FFIN or any Subsidiary of FFIN or their respective assets, operations, properties or businesses.