(q) Absence of Existing Defaults and Conflicts. Neither the Company nor the Bank is
(i) in violation of its organizational documents (including Articles of Organization or By-laws) or (ii) in default in the performance or observance of any obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for, with respect to clause (ii), defaults
which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(r) Accurate
Disclosure. The statements set forth in the General Disclosure Package and the Final Prospectus under the captions (A) Description of Series J Preferred Stock and Description of Depositary Shares, insofar as such
statements summarize the terms of the Securities and the Deposit Agreement, and (B) Material U.S. Federal Income Tax Considerations, insofar as such statements purport to constitute a summary of matters of U.S. federal income tax law or
legal conclusions with respect thereto, are accurate, complete and fair in all material respects.
(s) Litigation. Other than as set
forth in the General Disclosure Package, there are no pending or, to the Companys knowledge, threatened or contemplated legal or government actions, suits or proceedings to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject, which, taking into account the likelihood of the outcome, the damages or other relief sought and other relevant factors, individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect or have a material adverse effect on the Companys ability to perform its obligations under this Agreement, the Deposit Agreement or the Securities.
(t) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Securities, will not be an
investment company or an entity controlled by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended (the Investment Company Act).
(u) Independence of Accountants. Ernst & Young, LLP, who have certified certain financial statements of the Company and its
subsidiaries, are independent registered public accountants as required by the Act and the Rules and Regulations.
(v) Bank Holding
Company. The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended; and the Company and the Bank are in compliance with, and conduct their respective businesses in conformity with, all applicable
laws and governmental regulations governing bank holding companies, banks and subsidiaries of bank holding companies, respectively, except failures to so comply or be in conformity that could not reasonably be expected to result in a Material
Adverse Effect.
(w) Internal Controls and Compliance with the Sarbanes-Oxley Act. Except as set forth in the General Disclosure
Package, the Company, the Bank and the Companys Board of Directors (the Board) are in material compliance with the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and all applicable Exchange Act rules. The
Company maintains a system of internal controls, including, but not limited to,
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