Common use of Organization, Authority and Significant Subsidiaries Clause in Contracts

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 02(w) of Regulation S-X under the Securities Act, including, without limitation, Monarch Community Bank (the “Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually where the failure to be so qualified or in good standing, as the aggregatecase may be, had and would not reasonably in the reasonable judgment of the Company be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each . Each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities ActAct of 1933, as amended, including, without limitation, Monarch Community Bank (the “Pathfinder Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided available to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland California and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, Monarch Community Bank South County Bank, N.A. (the “Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland North Carolina and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, Effect (as defined below) has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act, including, without limitation, Monarch Community First Bank (the a “BankSignificant Subsidiary”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland Delaware and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had not and would not reasonably in the reasonable judgment of the Company be expected to have a be material to the Company Material Adverse Effector any of its Subsidiaries, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary . Each Subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities ActAct of 1933, as amended, including, without limitation, Monarch Community Bank (the “Bank”)CFBank, has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided available to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act, including, without limitation, Monarch Community Bank (the “Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act, including, without limitation, Monarch Community Bank HeritageBank of the South (the “Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State Commonwealth of Maryland Pennsylvania and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably in the reasonable judgment of the Company be expected to have a be material to the Company Material Adverse Effector any of its Subsidiaries, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary . Each Subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act, including, without limitation, Monarch Community Bank (the “Riverview Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation and bylaws of the Company, copies of which have been provided available to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.

Organization, Authority and Significant Subsidiaries. The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Maryland and has all necessary power and authority to own, operate and lease its properties and to carry on its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Michigan and of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1- 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, Monarch Community The Harbor Bank of Maryland (the “Bank”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The articles of incorporation charter and bylaws of the Company, copies of which have been provided to the Investor prior to the date hereof, are true, complete and correct copies of such documents as in full force and effect as of the date hereof.