Common use of Covenants of the Offerors Clause in Contracts

Covenants of the Offerors. Each of the Offerors jointly and severally agrees with the Initial Purchaser as follows: (a) The Offerors, as promptly as possible, will furnish to the Initial Purchaser, without charge, such number of copies of the Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the Initial Purchaser may reasonably request. (b) The Offerors will immediately notify the Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Securities to the Initial Purchaser with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital Securities by the Initial Purchaser as evidenced by a notice in writing from the Initial Purchaser to the Offerors, any material changes in or affecting the earnings, business affairs or business prospects of the Trust, or the Company and its Subsidiaries considered as one enterprise, which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial Purchaser, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Offering Memorandum by preparing and furnishing to the Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchaser) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) The Offerors will advise the Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchaser, which consent shall not be unreasonably withheld. Neither the consent of the Initial Purchaser, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their resxxxxxxx credit ratings of the Series A Capital Securities. (e) The Offerors will cooperate with the Initial Purchaser and use reasonable efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (f) The Trust will use the net proceeds received by it from the sale of the Series A Capital Securities, and the Company will use the proceeds received by it from the sale of the Series A Subordinated Debentures, in the manners specified in the Offering Memorandum under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial Purchaser, to qualify, or confirm or perfect an exemption regarding, the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser may designate; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified. In each jurisdiction in which the Series A Capital Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (h) Prior to 30 days after the date hereof, neither the Trust nor the Company will, without the prior written consent of the Initial Purchaser, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or the Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral of interest) to the Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any disposal of the Subordinated Debentures following any liquidation of the Trust. (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Covenants of the Offerors. Each of the The Offerors jointly and severally agrees covenant with the each Initial Purchaser as follows: (a) The Offerors, as promptly as possible, Offerors will furnish to each Initial Purchaser and counsel to the Initial PurchaserPurchasers, as soon as available and without charge, such number of copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments and or supplements thereto and documents incorporated by reference therein as the such Initial Purchaser or counsel may reasonably request. (b) The Offerors will immediately notify the each Initial Purchaser, and (if requested) confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Designated Securities to the Initial Purchaser with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital any Designated Securities by the Initial Purchaser Purchasers as evidenced by a notice in writing from the Initial Purchaser Purchasers to the Offerors, any material changes in or affecting the earnings, earnings or business affairs or business prospects of the Trust, or the Company and its Subsidiaries considered as one enterprise, which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial PurchaserPurchasers or the Offerors, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend promptly prepare such amendment or supplement the Offering Memorandum by preparing and furnishing to the Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchaser) so that, as so amended or supplemented, the Offering Memorandum will not include an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaserthen existing, not misleading. (c) The Offerors will advise the each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial PurchaserPurchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial PurchaserPurchasers, nor the Initial Purchaser's Purchasers' delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. . (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their resxxxxxxx credit ratings of the Series A Capital Securities. (e) The Offerors will cooperate with the Initial Purchaser and use reasonable efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (f) The Trust will use the net proceeds received by it from the sale of the Series A Capital Securities, and the Company will use the proceeds received by it from the sale of the Series A Subordinated Debentures, in the manners specified in the Offering Memorandum under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial PurchaserPurchasers, to qualify, or confirm or perfect an exemption regarding, qualify the Designated Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser Purchasers may designatedesignate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Designated Securities, but in no event for a period of more than one year from the date of the Offering Memorandum; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualifiedqualified or to file a general consent to service of process in any jurisdiction or to amend its Memorandum of Association or By-laws or the Declaration, as the case may be. In each jurisdiction in which the Series A Capital Designated Securities have been so qualified, the Offerors Company will file or cause to be filed such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so as long as may be required in connection with necessary to complete the distribution of the Securities. (h) Prior to 30 days after the date hereof, neither the Trust nor the Company will, without the prior written consent of the Initial Purchaser, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Designated Securities, any security convertible into exchangeable or exercisable but in no event for Capital Securities or the Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral a period of interest) to the Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any disposal of the Subordinated Debentures following any liquidation of the Trust. (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after more than one year from the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Covenants of the Offerors. Each The Offerors covenant with each of the Offerors jointly and severally agrees with the Initial Purchaser Purchasers as follows: (a) : The Offerors, as promptly as possible, will furnish to the each Initial Purchaser, without charge, such number of copies of the Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the such Initial Purchaser may reasonably request. (b) . The Offerors will immediately notify the each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Securities to the Initial Purchaser with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital Securities by the Initial Purchaser Purchasers as evidenced by a notice in writing from the Initial Purchaser Purchasers to the Offerors, any material changes in or affecting the earnings, business affairs or business prospects of the Trust, or the Company and its Subsidiaries subsidiary considered as one enterprise, which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial PurchaserPurchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Offering Memorandum by preparing and furnishing to the Initial Purchaser Purchasers an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchaserPurchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) . The Offerors will advise the each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial PurchaserPurchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial PurchaserPurchasers, nor the Initial Purchaser's Purchasers' delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their resxxxxxxx credit ratings of the Series A Capital Securities. (e) . The Offerors will cooperate with the Initial Purchaser Purchasers and use their reasonable best efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (f) . The Trust will use the proceeds received by it from the sale of the Capital Securities in the manner specified in the Offering Memorandum under "Use of Proceeds", and the Company will use the net proceeds received by it from the sale of the Series A Capital Securities, and the Company will use the proceeds received by it from the sale of the Series A Subordinated Debentures, Debentures substantially in the manners manner specified or contemplated in the Offering Memorandum under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial Purchaser, to qualify, or confirm or perfect an exemption regarding, the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser may designate; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified. In each jurisdiction in which the Series A Capital Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (h) Prior to 30 days the thirtieth day after the date hereofof the Closing Time, neither the Trust nor the Company will, without the prior written consent of the Initial PurchaserKBW, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or the Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral of interest) to the Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any disposal of the Subordinated Debentures following any liquidation of the Trust). (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Covenants of the Offerors. Each The Offerors covenant with each of the Offerors jointly and severally agrees with the Initial Purchaser Purchasers as follows: (a) : The Offerors, as promptly as possible, will furnish to the each Initial PurchaserPurchasers, without charge, such number of copies of the Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the such Initial Purchaser Purchasers may reasonably request. (b) . The Offerors will immediately notify the each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Securities to the Initial Purchaser with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital Securities by the Initial Purchaser Purchasers as evidenced by a notice in writing from the Initial Purchaser Purchasers to the Offerors, any material changes in or affecting the earnings, business affairs or business prospects of the Trust, or the Company and its Subsidiaries subsidiary considered as one enterprise, which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial PurchaserPurchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Offering Memorandum by preparing and furnishing to the Initial Purchaser Purchasers an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchaserPurchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) . The Offerors will advise the each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial PurchaserPurchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial PurchaserPurchasers, nor the Initial Purchaser's Purchasers' delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their resxxxxxxx credit ratings of the Series A Capital Securities. (e) . The Offerors will cooperate with the Initial Purchaser Purchasers and use their reasonable best efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (f) . The Trust will use the proceeds received by it from the sale of the Capital Securities in the manner specified in the Offering Memorandum under "Use of Proceeds", and the Company will use the net proceeds received by it from the sale of the Series A Capital Securities, and the Company will use the proceeds received by it from the sale of the Series A Subordinated Debentures, Debentures substantially in the manners manner specified or contemplated in the Offering Memorandum under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial Purchaser, to qualify, or confirm or perfect an exemption regarding, the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser may designate; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified. In each jurisdiction in which the Series A Capital Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (h) Prior to 30 days the thirtieth day after the date hereofof the Closing Time, neither the Trust nor the Company will, without the prior written consent of the Initial PurchaserKBW, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or the Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral of interest) to the Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any disposal of the Subordinated Debentures following any liquidation of the Trust). (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Covenants of the Offerors. Each of the The Offerors jointly and severally agrees covenant with the each Initial Purchaser as follows: (a) The Offerors, as promptly as possible, will furnish to the each Initial Purchaser, without charge, such number of copies of the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the such Initial Purchaser may reasonably request. (b) The Offerors will immediately notify the each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Securities to the Initial Purchaser Purchasers with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital Securities by the Initial Purchaser Purchasers as evidenced by a notice in writing from the Initial Purchaser Purchasers to the Offerors, any material changes in or affecting the earnings, business affairs or business prospects of the Trust, or the Company and its Subsidiaries subsidiaries considered as one enterprise, which (i) make any statement in the Offering Memorandum Memorandums false or misleading or (ii) are not disclosed in the Offering MemorandumMemorandums. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial PurchaserPurchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to the each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial PurchaserPurchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) The Offerors will advise the each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum Memorandums and will not effect such amendment or supplement without the consent of the Initial PurchaserPurchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial PurchaserPurchasers, nor the Initial Purchaser's Purchasers' delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Xxxxx'x Investors Service, Inc. ("Moody's") to provide their resxxxxxxx respective credit ratings of the Series A Capital Securities. (e) The Offerors will cooperate with the Initial Purchaser and use reasonable efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (f) The Trust will use the net proceeds received by it from the sale of the Series A Capital Securities, ; and the Company will use the proceeds received by it from the sale of the Series A Junior Subordinated Debentures, in the manners specified in the Offering Memorandum Memorandums under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial Purchaser, to qualify, or confirm or perfect an exemption regarding, the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser may designate; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified. In each jurisdiction in which the Series A Capital Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (h) Prior to 30 days after the date hereof, neither the Trust nor the Company will, without the prior written consent of the Initial PurchaserXxxxxxx Xxxxx, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or the Junior Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral of interest) to the Junior Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise); provided, however, that the foregoing restrictions shall not apply to any disposal of the Junior Subordinated Debentures following any liquidation of the Trust. (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Covenants of the Offerors. Each of the The Offerors jointly and severally agrees covenant with the Initial Purchaser as follows: (a) The Offerors, as promptly as possible, will furnish to the Initial Purchaser, without charge, such number of copies of the Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the Initial Purchaser may reasonably request. (b) The Offerors will immediately notify the Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Offerors of information relating to the offering of the Series A Capital Securities to the Initial Purchaser with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Series A Capital Securities by the Initial Purchaser as evidenced by a notice in writing from the Initial Purchaser to the Offerors, any material changes in or affecting the earnings, business affairs or business prospects of the Trust, or the Company and its Subsidiaries subsidiary considered as one enterprise, which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel or counsel for the Initial Purchaser, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Offering Memorandum by preparing and furnishing to the Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchaser) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) The Offerors will advise the Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchaser, which consent shall not be unreasonably withheld. Neither the consent of the Initial Purchaser, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Offerors shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their resxxxxxxx credit ratings of the Series A Capital Securities. (e) The Offerors will cooperate with the Initial Purchaser and use their reasonable best efforts to permit the Series A Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (fe) The Trust will use the proceeds received by it from the sale of the Capital Securities in the manner specified in the Offering Memorandum under "Use of Proceeds", and the Company will use the net proceeds received by it from the sale of the Series A Capital Securities, and the Company will use the proceeds received by it from the sale of the Series A Subordinated Debentures, Debentures substantially in the manners manner specified or contemplated in the Offering Memorandum under "Use of Proceeds". (g) The Offerors will endeavor, in cooperation with the Initial Purchaser, to qualify, or confirm or perfect an exemption regarding, the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Initial Purchaser may designate; provided, however, that the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified. In each jurisdiction in which the Series A Capital Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (hf) Prior to 30 days the thirtieth day after the date hereofof the Closing Time, neither the Trust nor the Company will, without the prior written consent of the Initial Purchaser, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or the Subordinated Debentures or any debt securities substantially similar (including provisions with respect to the deferral of interest) to the Subordinated Debentures or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement) or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Capital Securities, whether such swap transaction is to be settled by delivery of Capital Securities or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions shall not apply to any disposal of the Subordinated Debentures following any liquidation of the Trust). (i) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum or if the information reported in the Offering Memorandum, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.