Common use of No Defaults or Restrictions Clause in Contracts

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower is now a party or by which Borrower or any of its properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrower; or (iv) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank is a party or by which Borrower or Subsidiary Bank or their respective properties may be bound or affected.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles certificate of incorporation or code of regulations bylaws of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower or any Material Subsidiary is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iiiii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iviii) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or any Material Subsidiary. None of Borrower or any Material Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or any Material Subsidiary Bank is a party or by which Borrower or any Material Subsidiary Bank or their respective properties may be bound or affectedaffected where such default could reasonably be expect to have a Material Adverse Effect.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles respective Articles of incorporation Incorporation, Bylaws, charter, operating agreement or code similar organizational documents of regulations of Borrower Company or the articles of association or bylaws of Subsidiary Bankits Subsidiaries; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Company or Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affected; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv4) any statute, rule or regulation applicable to BorrowerCompany or Bank except, in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries taken as a whole, or (bii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Company or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectBank. Neither Borrower Company nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower Company or Subsidiary Bank Bank, as applicable, is a party or by which Borrower Company or Subsidiary Bank Bank, as applicable, or their respective any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries taken as a whole.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Articles of incorporation Incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary BankBylaws; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower the Company or the Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affectedis now bound; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerthe Company or the Bank; or (iv4) any statute, rule or regulation applicable to Borrowerthe Company or the Bank, except, (A) in the case of items (2), (3) and (4), for such violations, conflicts, breaches, and defaults that would not, singularly or in the aggregate, result in a Material Adverse Effect on the Company, or (bB) in the case of item (2), have otherwise been consented to or waived; or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectCompany. Neither Borrower the Company nor Subsidiary the Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower the Company or Subsidiary Bank the Bank, as applicable, is a party or by which Borrower the Company or Subsidiary Bank the Bank, as applicable, or their respective any of its properties may be bound is now bound, except, in each case, only such defaults that would not, singularly or affectedin the aggregate, result in a Material Adverse Effect on the Company.

No Defaults or Restrictions. Neither the execution and execution, delivery or performance by Borrower of any of the Transaction Documents Documents, nor compliance by it with their the terms and conditions will provisions hereof or thereof: (a) violatewill contravene any provision of any applicable law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality; (b) will conflict with or result in a material any breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of Borrower or any of its Subsidiaries pursuant to the terms of any corporate restriction or of any material indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, loan agreement or any other material agreement agreement, contract or instrument to which Borrower is now a party or by which Borrower or any of its properties Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowersubject; or (ivc) will violate any statute, rule provision of the charter or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset bylaws of Borrower or Subsidiary Bank except in the case organizational documents, charter or bylaws of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effectany of its Subsidiaries. Neither Borrower nor Subsidiary Bank any of its Subsidiaries is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness indebtedness of any kind or pursuant to which any such Indebtedness indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank any of its Subsidiaries is a party or by which Borrower it or Subsidiary Bank or their respective its properties may be bound or affected, which default would reasonably be expected to have a material adverse effect on the financial condition, results of operations or business of Borrower and its Subsidiaries, taken as a whole.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Certificate of incorporation Incorporation or code By-Laws of regulations of Borrower or the articles of association or bylaws of Subsidiary BankCompany; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Company or the Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affected; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerthe Company or the Bank; or (iv4) any statute, rule or regulation applicable to Borrowerthe Company, except, in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (bii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectCompany. Neither Borrower the Company nor Subsidiary the Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower the Company or Subsidiary Bank the Bank, as applicable, is a party or by which Borrower the Company or Subsidiary Bank the Bank, as applicable, or their respective any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor the compliance by the Company with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Charter or Bylaws of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary BankCompany; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any material contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower the Company or Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affected; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerthe Company or the Bank; or (iv4) any statute, rule or regulation applicable to Borrowerthe Company, except, in the case of items (2), (3) or (4), for such violations and conflicts, breaches and default that would not, singularly or in the aggregate, result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (bii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectCompany. Neither Borrower the Company nor Subsidiary the Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower the Company or Subsidiary Bank the Bank, as applicable, is a party or by which Borrower the Company or Subsidiary Bank the Bank, as applicable, or their respective any of its properties may be bound or affected, except, in each case, for defaults that would not, singularly or in the aggregate, result in a Material Adverse Effect on the Company.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower is now a party or by which Borrower or any of its properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrower; or (iv) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank is a party or by which Borrower or Subsidiary Bank or their respective properties may be bound or affected.have

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Articles of incorporation Incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary BankRegulations; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower the Company or the Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affectedis now bound; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerthe Company or the Bank; or (iv4) any statute, rule or regulation applicable to Borrowerthe Company or the Bank, except, (A) in the case of items (2), (3) and (4), for such violations, conflicts, breaches, and defaults that would not, singularly or in the aggregate, result in a Material Adverse Effect on the Company, or (bB) in the case of item (2), have otherwise been consented to or waived; or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectCompany. Neither Borrower the Company nor Subsidiary the Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower the Company or Subsidiary Bank the Bank, as applicable, is a party or by which Borrower the Company or Subsidiary Bank the Bank, as applicable, or their respective any of its properties may be bound is now bound, except, in each case, only such defaults that would not, singularly or affectedin the aggregate, result in a Material Adverse Effect on the Company.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation charter or code of regulations bylaws of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower is now a party or by which Borrower or any of its properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrower; or (iv) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank is a party or by which Borrower or Subsidiary Bank or their respective properties may be bound or affected.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents Agreement or the Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any an contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, charter, bylaw or any other material agreement or instrument to which Borrower Borrower, Banks or any other Subsidiary is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iiiii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iviii) any statute, rule or regulation applicable to BorrowerBorrower or Banks, except, in each such case, for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on such Person, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Borrower, Banks or any other Subsidiary. None of Borrower, either Bank or any other Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Borrower, Banks or any other Subsidiary Bank is a party or by which Borrower Borrower, Banks or any other Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Borrower, Banks or any other Subsidiary. 4.2.3.

No Defaults or Restrictions. Neither the execution and delivery of this Agreement or the Transaction Documents Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles Restated Articles of incorporation or code of regulations of Borrower Organization, or the articles Amended and Restated Bylaws of association Issuer or bylaws any Subsidiary of Subsidiary BankIssuer; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Issuer or any Subsidiary of Issuer is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerIssuer, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Issuer or any Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges Issuer. None of Issuer or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary Bank of Issuer is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Issuer or any Subsidiary Bank of Issuer is a party or by which Borrower Issuer or any such Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Charter or Bylaws of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary BankCompany; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, note, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower the Company or Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affected; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerthe Company or the Bank; or (iv4) any statute, rule or regulation applicable to Borrowerthe Company, except, in the case of items (2), (3) or (4), for such violations, conflicts, breaches or defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, or (bii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse EffectCompany. Neither Borrower the Company nor Subsidiary the Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture indenture, note or other agreement or instrument creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower the Company or Subsidiary Bank the Bank, as applicable, is a party or by which Borrower the Company or Subsidiary Bank the Bank, as applicable, or their respective any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation charter or code of regulations bylaws of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower is now a party or by which Borrower or any of its properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrower; or (iv) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank is a party or by which Borrower or Subsidiary Bank or their respective properties may be bound or affected.

No Defaults or Restrictions. Neither the execution and delivery of this Agreement or the Transaction Documents Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Issuer or any Subsidiary Bank; of Issuer, (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Issuer or any Subsidiary of Issuer is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerIssuer, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Issuer or any Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges Issuer. None of Issuer or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary Bank of Issuer is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Issuer or any Subsidiary Bank of Issuer is a party or by which Borrower Issuer or any such Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents Agreement or the Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Borrower, Bank or any other Subsidiary Bankof Borrower; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower, Bank or any other Subsidiary of Borrower is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerBorrower or Bank, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on such Person, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower, Bank or any other Subsidiary of Borrower. None of Borrower, Bank or any other Subsidiary of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower, Bank or any other Subsidiary of Borrower or Subsidiary Bank is a party or by which Borrower Borrower, Bank or any other such Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Borrower, Bank or any other such Subsidiary.

No Defaults or Restrictions. Neither the execution and delivery of this Agreement or the Transaction Documents Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles Articles of incorporation or code of regulations of Borrower Incorporation or the articles Bylaws of association Company or bylaws any Subsidiary of Subsidiary BankCompany, in each case, as amended; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Company or any Subsidiary of Company is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerCompany, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Company or any Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges Company. None of Company or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary Bank of Company is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Company or any Subsidiary Bank of Company is a party or by which Borrower Company or any such Subsidiary Bank of Company or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company.

No Defaults or Restrictions. Neither the execution and delivery of this Agreement or the Transaction Documents Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles Certificate of incorporation or code of regulations of Borrower Incorporation, as amended, or the articles Amended and Restated Bylaws of association Issuer or bylaws any Subsidiary of Subsidiary BankIssuer; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Issuer or any Subsidiary of Issuer is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerIssuer, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Issuer or any Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges Issuer. None of Issuer or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor any Subsidiary Bank of Issuer is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Issuer or any Subsidiary Bank of Issuer is a party or by which Borrower Issuer or any such Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Issuer.

No Defaults or Restrictions. Neither the execution and delivery of this Agreement or the Transaction Documents Subordinated Note nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles Articles of incorporation or code of regulations of Borrower Incorporation, as amended, or the articles Amended and Restated Bylaws of association Issuer or bylaws any Subsidiary of Subsidiary BankIssuer, in each case as in effect on the date hereof; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any material contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Issuer or any Subsidiary of Issuer is now a party or by which Borrower any of them or any of its their properties may be is bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrowerand having jurisdiction over the conduct of their respective businesses or the ownership of Issuer or any Subsidiary or their respective properties; or (iv) any statute, rule or regulation applicable to BorrowerIssuer, or (b) result in the creation or imposition of any lienexcept, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of items (a)(iiii), (a)(iiiiii) or (iv), (a)(iv) for such violations and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as conflicts that would not have reasonably be expected to have, singularly or in the aggregate, a Material Adverse EffectEffect on Issuer. Neither Borrower nor None of Issuer or any Subsidiary Bank of Issuer is in default in any material default respect in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower Issuer or any Subsidiary Bank of Issuer is a party or by which Borrower Issuer or any such Subsidiary Bank or their respective properties may be bound or affectedaffected where such defaults would have, singularly or in the aggregate, a Material Adverse Effect on Issuer.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents Agreement or the Subordinated Notes nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Borrower, Bank or any other Subsidiary Bankof Borrower; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any material contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower, Bank or any other Subsidiary of Borrower is now a party or by which Borrower any of them or any of its their properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerAgency; or (iv) any statute, rule or regulation applicable to BorrowerBorrower or Bank, except, in the case of items (ii), (iii) or (iv), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on such Person, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower, Bank or any other Subsidiary of Borrower. None of Borrower, Bank or any other Subsidiary of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower, Bank or any other Subsidiary of Borrower or Subsidiary Bank is a party or by which Borrower Borrower, Bank or any other such Subsidiary Bank or their respective properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Borrower, Bank or any other such Subsidiary.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (awhether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a material breach of, or constitute a material default under: (i1) the amended articles Articles of incorporation Incorporation or code Bylaws of regulations of Borrower or the articles of association or bylaws of Subsidiary BankCompany; (ii2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower Company or Bank, as applicable, is now a party or by which Borrower it or any of its properties may be bound or affected; (iii3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to BorrowerCompany or its Subsidiaries; or (iv4) any statute, rule or regulation applicable to BorrowerCompany or its Subsidiaries, except, in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries taken as a whole, or (bii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower Company or Subsidiary Bank except in the case any of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effectits Subsidiaries. Neither Borrower Company nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Borrower Company or Subsidiary Bank Bank, as applicable, is a party or by which Borrower Company or Subsidiary Bank Bank, as applicable, or their respective any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries taken as a whole.

No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their terms and conditions will (a) violate, conflict with or result in a material breach of, or constitute a material default under: (i) the amended articles of incorporation or code of regulations of Borrower or the articles of association or bylaws of Subsidiary Bank; (ii) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other material agreement or instrument to which Borrower is now a party or by which Borrower or any of its properties may be bound or affected; (iii) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Borrower; or (iv) any statute, rule or regulation applicable to Borrower, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Borrower or Subsidiary Bank except in the case of (a)(ii), (a)(iii), (a)(iv) and (b), such violations, conflicts, breaches, defaults, liens, charges or encumbrances as would not have a Material Adverse Effect. Neither Borrower nor Subsidiary Bank is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any material indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or other agreement or instrument to which Borrower or Subsidiary Bank is a party or 22 by which Borrower or Subsidiary Bank or their respective properties may be bound or affected.. 4.2.3