Common use of Organization Matters Clause in Contracts

Organization Matters. Borrower (a) is a corporation duly organized and validly existing under the laws of the State of Delaware; (b) is duly qualified as a foreign corporation and in good standing in the State of Illinois and all jurisdictions in which it is doing business except where the failure to so qualify would not have a Material Adverse Effect; (c) has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into this Agreement and the other Transaction Documents to which it is a party; and (d) is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Each of Subsidiary Bank and the other Material Subsidiaries is duly organized, validly existing and chartered under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into the Transaction Documents to which it is a party. The deposit accounts of Subsidiary Bank are insured by the FDIC to the fullest extent permitted by applicable law. Borrower and Subsidiary Bank have made payment of all franchise and similar taxes in the states of Delaware and Illinois, and in all of the other respective jurisdictions in which they are incorporated, chartered or qualified, except for any such taxes (i) where the failure to pay such taxes will not have a Material Adverse Effect, or (ii) the validity of which is being contested in good faith and for which proper reserves have been set aside on the books of Borrower or Subsidiary Bank, as the case may be.

Organization Matters. Borrower (a) is a corporation duly organized and validly existing under the laws of the State of DelawareMichigan; (b) is duly qualified as a foreign corporation and in good standing in the State of Illinois and all jurisdictions in which it is doing business except where the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect upon the financial condition, business or operations of Borrower; (c) has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into this Agreement and the other Transaction Documents to which it is a party; and (d) is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”)amended. Each of Subsidiary Bank and the each other Material Subsidiaries Subsidiary is duly organized, validly existing and chartered under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into the Transaction Documents to which it is a party. The deposit accounts of each depository institution Subsidiary Bank are insured by the FDIC to the fullest extent permitted by applicable law. Borrower and each depository institution Subsidiary Bank have made payment of all franchise and similar taxes in the states of Delaware Michigan, Ohio, Wisconsin and Illinois, and in all of the other respective jurisdictions in which they are incorporated, chartered or qualified, except for any such taxes (i) where the failure to pay such taxes will not have a Material Adverse Effectmaterial adverse effect upon the financial condition, business or operations of Borrower or any depository institution Subsidiary, (ii) the validity of which is being contested in good faith and (iii) for which proper reserves have been set aside on the books of Borrower or Subsidiary Banksuch Subsidiary, as the case may be.

Organization Matters. Each of Borrower and the Subsidiaries is duly organized, validly existing and chartered under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, except, with respect to Subsidiaries and not with respect to the Borrower, where the failure of such Subsidiary to have the requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted would not have a Material Adverse Effect. Borrower has the power and authority to enter into this Agreement and the other Transaction Documents to which it is a party. The deposit accounts of Borrower are insured by the FDIC to the fullest extent permitted by applicable law. PFP (a) is a corporation duly organized and validly existing under the laws of the State of DelawareTennessee; (b) is duly qualified as a foreign corporation and in good standing in the State of Illinois Tennessee and all jurisdictions in which it is doing business except where the failure to so qualify would not have a Material Adverse Effect; (c) has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into this Agreement and the other Transaction Documents to which it is a party; and (d) is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Each of Subsidiary Bank and the other Material Subsidiaries is duly organized, validly existing and chartered under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted, and to enter into the Transaction Documents to which it is a party. The deposit accounts of Subsidiary Bank are insured by the FDIC to the fullest extent permitted by applicable lawamended. Borrower and Subsidiary Bank PFP have made payment of all applicable franchise and similar taxes in the states State of Delaware and IllinoisTennessee, and in all of the other respective jurisdictions in which they are incorporated, chartered or qualified, prior to delinquency, except for any such taxes (i) where the failure to pay such taxes will would not have a Material Adverse Effect, or (ii) the validity of which is being contested in good faith and (iii) for which proper reserves have been set aside on the books of Borrower or Subsidiary BankPFP, as the case may be.