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

Organization Matters of Company and Its Subsidiaries. 4.1.1.1 Company is validly existing and in good standing under the laws of the State of Wisconsin 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. 4.1.1.2 Each Subsidiary of Company either is validly existing as a corporation or limited liability company, or is validly existing as a Wisconsin 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 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. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, 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 Subsidiaries 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 in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of Company or any other entity. 4.1.1.3 Bank is a Wisconsin state-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 could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. 4.1.1.1 Company is validly existing and in good standing under the laws of the State of Wisconsin Michigan 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 CompanyEffect. 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing, or has been duly chartered and is validly existing as a corporation or limited liability company, or is validly existing as a Wisconsin state-chartered federal savings 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 CompanyEffect. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, all 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 Subsidiaries 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 security holder of such Subsidiary of Company or any other entity. 4.1.1.3 Bank is a Wisconsin state-chartered federal savings 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 could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. 4.1.1.1 Company is validly existing and in good standing under the laws of the State of Wisconsin 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. 4.1.1.2 Each Subsidiary of Company either is validly existing as a corporation or limited liability company, or is validly existing as a Wisconsin 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 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. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, all 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 Subsidiaries 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 security holder of such Subsidiary of Company or any other entity. 4.1.1.3 Bank is a Wisconsin state-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 could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. 4.1.1.1 Company is validly existing and in good standing under the laws of the State of Wisconsin Minnesota 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. 4.1.1.2 Each Subsidiary of Company either is validly existing as a corporation or limited liability company, or is validly existing as a Wisconsin Minnesota 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 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. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, all 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 Subsidiaries 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 lender; 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 security holder of such Subsidiary of Company or any other entity. 4.1.1.3 Bank is a Wisconsin Minnesota state-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 could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.

Organization Matters of Company and Its Subsidiaries. 4.1.1.1 Company is validly existing and in good standing under the laws of the State of Wisconsin New Jersey 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 CompanyEffect. Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. 4.1.1.2 Each Subsidiary of Company either has been duly organized and is validly existing as a corporation or corporation, a limited liability company, company or has been duly chartered and is validly existing as a Wisconsin state-New Jersey chartered commercial bank, in each case in good standing under the laws of the jurisdiction of its incorporation or organizationformation, 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 CompanyEffect. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, all 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 Subsidiaries of CompanySubsidiaries, 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 security holder securityholder of such Subsidiary of Company or any other entity. 4.1.1.3 Bank is a Wisconsin state-New Jersey chartered commercial bank. 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 could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.