Common use of Organization Matters of Company and Its Subsidiaries Clause in Contracts

Organization Matters of Company and Its Subsidiaries. (a) Company is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary or any other entity. (c) Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company has been duly organized and is validly existing and as a corporation in good standing under the laws of the State of California Mississippi and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as currently operated and activities as presently conducted, to own its properties, conducted and to enter into and perform its obligations under the Transaction Documents. ; and Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect on Company and its Subsidiaries taken as Effect. 4.1.1.2 Bank is a whole. Company is duly registered as a bank holding company national banking association chartered under the laws of the United States and the charter of Bank Holding is in full force and effect. Bank is the only “significant subsidiary” of Company Act (as such term is defined in Rule 1-02 of 1956, as amended. (b) Regulation S-X promulgated pursuant to the Securities Act). Each of Bank and each other Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, in each case and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business as currently operated and conducted and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. All of the issued and outstanding shares of capital stock or of each of Bank and each other equity interests in each Subsidiary of Company have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by Company, directly or through its Subsidiariesother subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, claim or claim; none equity. None of the outstanding shares of capital stock of, of Bank or any other equity interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of Bank or such Subsidiary or any other entitySubsidiary. The only Subsidiaries of Company are (i) the subsidiaries listed on Exhibit 21.1 to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Commission on March 16, 2018 and (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act. (c) 4.1.1.3 Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” within the meaning of Section 3(c)(2) of the Federal Deposit Insurance Act, as defined in 12 U.S.C. Section 1813amended, nor has and to Company’s knowledge, no proceeding for the termination or revocation of deposit insurance is pending or, to Company’s knowledge, threatened, against Bank. To Company’s knowledge, neither Bank, Company or any event occurred which would reasonably be expected of its other Subsidiaries is a party to adversely affect the status or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, or is subject to any directive by, any Bank as an FDIC-insured institutionRegulatory Authority.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Florida and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amendedCompany. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or is validly existing as a national bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation or foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its SubsidiariesSubsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary of Company or any other entity. (c) 4.1.1.3 Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial national bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is duly organized, validly existing and in good standing under the laws of the State of California Tennessee and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except that all of the outstanding shares of capital stock and other equity interests of the Bank have been pledged by Company to secure certain indebtedness of the Company to CapStar Bank (Nashville, Tennessee); none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary or any other entity. (c) 4.1.1.3 Bank is validly existing and in good standing under a Tennessee state-chartered bank, the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. The deposit accounts of Bank which are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would reasonably be expected to materially and adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act and is registered with the North Carolina Office of the Commissioner of Banks under the North Carolina Bank Holding Company Act. Company is a business corporation validly existing and in good standing under the laws of the State of California North Carolina and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amendedEffect. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a North Carolina chartered bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and and, with the exception of Bank’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, are owned by Company, directly or through its SubsidiariesSubsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary of the Company or any other entity. (c) 4.1.1.3 Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial North Carolina chartered bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Delaware and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) 4.1.1.2 The Bank, Eagle Bancorp Statutory Trust I and Western Financial Services, Inc. are the only direct or indirect Subsidiaries of the Company. Each Subsidiary of the Company either other than the Bank has been duly organized and is validly existing as a corporation or limited liability companycorporation, or, in the case of the Bank, has been duly chartered and is validly existing as a Montana-chartered commercial bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its Subsidiariesdirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests Equity Interests in, any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary of the Company or any other entity. (c) Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. 4.1.1.3 The deposit accounts of Bank are insured by the FDIC up to applicable limits. Neither Company nor Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) Company has been duly organized and is validly existing and in good standing under the laws of the State of California Connecticut and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) Each Subsidiary of Company other than Bank either has been duly organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a state chartered bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary or any other entity. (c) Bank is validly existing a state bank and in good standing trust company chartered under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bankConnecticut. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Neither Company nor Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Ohio and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its propertiesProperty, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property Property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amendedEffect. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a banking corporation, in each case in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. All of the issued and outstanding shares of capital stock or other equity interests Equity Interest in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its SubsidiariesSubsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests Equity Interest in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary of Company or any other entity. (c) 4.1.1.3 The Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial an Ohio state bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Delaware and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amendedCompany. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or, in the case of QCBT, CRBT and CSB, has been duly chartered and is validly existing as an Iowa state-chartered bank or, in the case of GB, has been duly chartered and is validly existing as a Missouri state-charted bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its SubsidiariesSubsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, with the exception that all of the issued and outstanding stock of the each Bank is pledged as collateral under a certain loan agreement between Company and a correspondent bank lender; none of the outstanding shares of capital stock of, or other equity interests Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary of Company or any other entity. (c) Bank 4.1.1.3 CRBT is validly existing an Iowa state member bank, CSB is an Iowa state member bank, GB is a Missouri state member bank and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank QCBT is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial an Iowa state member bank. The deposit accounts of each Bank are insured by the FDIC up to applicable limits. No Bank has not received any notice or other information indicating that such Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of any Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is duly incorporated, validly existing existing, and in good standing under the laws of the State of California Maryland and has all requisite corporate power and lawful authority to conduct its business and activities operations as presently conducted, to own or lease and operate all of its propertiesproperties and assets as presently owned or leased and operated, and to perform its obligations under the Transaction Documents. Company is duly licensed, registered, or qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a Maryland-chartered trust company with commercial banking powers under Title 3 of the Financial Institutions Article of the Annotated Code of Maryland, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and lawful authority to own, lease lease, and operate its properties and to conduct its business as presently owned or leased and operated or conducted, and is duly licensed, registered, or qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. All of the issued and outstanding shares of capital stock or other equity interests Equity Interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid paid, and non-assessable and are owned by Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, or claim; none of the outstanding shares of capital stock of, or other equity interests Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary or any other entity. (c) 4.1.1.3 Bank is validly existing and in good standing a Maryland-chartered trust company with commercial banking powers under the laws Title 3 of the State Financial Institutions Article of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department Annotated Code of Business Oversight to Maryland, the conduct the business of a commercial bank. The deposit accounts of Bank which are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which that would reasonably be expected to materially and adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company has been duly organized and is validly existing and as a corporation in good standing under the laws of the State of California Tennessee and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as currently operated and activities as presently conducted, to own its properties, conducted and to enter into and perform its obligations under the Transaction Documents. ; and Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect on Company and its Subsidiaries taken Effect. 4.1.1.2 Bank is a bank chartered under the laws of the State of Tennessee to transact business as a wholestate-chartered bank and the charter of Bank is in full force and effect. Bank is the only “significant subsidiary” of Company (as such term is duly registered as a bank holding company under defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act). Each of Bank Holding Company Act of 1956, as amended. (b) Each and each other Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, in each case and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business as currently operated and conducted and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeEffect. All of the issued and outstanding shares of capital stock or of each of Bank and each other equity interests in each Subsidiary of Company have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by Company, directly or through its Subsidiariesother subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, claim or claim; none equity. None of the outstanding shares of capital stock of, of Bank or any other equity interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder of Bank or such Subsidiary or any other entitySubsidiary. The only Subsidiaries of Company are (A) the subsidiaries listed on Exhibit 21.1 to Company’s Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Commission on March 15, 2016 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act. (c) 4.1.1.3 Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” within the meaning of Section 3(c)(2) of the Federal Deposit Insurance Act, as defined in 12 U.S.C. Section 1813amended, nor has and to Company’s knowledge, no proceeding for the termination or revocation of deposit insurance is pending or, to Company’s knowledge, threatened against Bank. To Company’s knowledge, neither Bank, Company or any event occurred which would reasonably be expected of its other Subsidiaries is a party to adversely affect the status or subject to any order, decree, agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to or recipient of a commitment letter, supervisory letter or similar undertaking to or from, or is subject to any directive by, any Bank as an FDIC-insured institutionRegulatory Authority.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Ohio and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amendedCompany. (b) 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or limited liability company, or is validly existing as an Ohio state-chartered bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation or foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries taken as a wholeCompany. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its SubsidiariesSubsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, with the exception that all of the issued and outstanding stock of the Bank is pledged as collateral under a certain loan agreement between the Company and a correspondent bank lender1; none of the outstanding shares of capital stock of, or other equity interests Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary of Company or any other entity. (c) 4.1.1.3 The Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial an Ohio state-chartered bank. The deposit accounts of the Bank are insured by the FDIC up to applicable limits. The Bank has not received any notice or other information indicating that the Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of the Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. (a) 4.1.1.1 Company is validly existing and in good standing under the laws of the State of California Washington and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries Bank taken as a whole. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. (b) Each 4.1.1.2 The Bank is the only Subsidiary of the Company either and has been duly organized chartered and is validly existing as a corporation or limited liability companyWashington stock savings bank, in each case in good standing under the laws of the jurisdiction State of its incorporation or organizationWashington, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company and its Subsidiaries the Bank taken as a whole. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through its Subsidiariesdirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other equity interests in, any Subsidiary of Company Equity Interests in the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary the Bank or any other entity. (c) Bank is validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to conduct its business and activities as presently conducted. Bank is duly licensed by the California Department of Business Oversight to the conduct the business of a commercial bank. 4.1.1.3 The deposit accounts of Bank are insured by the FDIC up to applicable limits. Neither Company nor Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which would could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.