Common use of 1Organization Clause in Contracts

1Organization. (a) Susquehanna is a corporation that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Susquehanna is a bank holding company under the BHC Act, has full power and lawful authority to own and hold its properties and to carry on its business as presently conducted, and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state or local) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna. (b) Susquehanna Bank is a Pennsylvania-chartered bank that is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Susquehanna Bank is an insured bank under the provisions of the Federal Deposit Insurance Act, as amended (the “FDI Act”), and is not a member of the Federal Reserve System. Susquehanna Bank has full power and lawful authority to own and hold its properties and to carry on its business as presently conducted and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state or local) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna or Susquehanna Bank. The deposit accounts of Susquehanna Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the FDI Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. (c) Susquehanna Financial Investment Corporation is duly organized, validly existing and in good standing under the laws of Delaware and was established to hold certain investment securities. Susquehanna Financial Investment Corporation has full power and lawful authority to own and hold its properties, to carry on its business as presently conducted and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state or local) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna, Susquehanna Bank or Susquehanna Financial Investment Corporation.

1Organization. (a) Susquehanna C&N is a corporation that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Susquehanna C&N is a bank financial holding company under the BHC Act, and has full power and lawful authority to own and hold its properties and to carry on its business as presently conducted, and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state state, local or localforeign) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing standing, except where the failure to be so qualified or licensed and or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna.C&N. (b) Susquehanna C&N Bank is a Pennsylvania-chartered bank banking institution that is duly organized, validly existing and in good standing under the laws of the jurisdiction Commonwealth of its formationPennsylvania. Susquehanna C&N Bank is an insured bank under the provisions of the Federal Deposit Insurance Act, as amended (the “FDI Act”), Act and is not a member of the Federal Reserve System. Susquehanna C&N Bank has full power and lawful authority to own and hold its properties and to carry on its business as presently conducted conducted, and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state state, local or localforeign) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna or Susquehanna Bankstanding. The deposit accounts of Susquehanna C&N Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the FDI Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. (c) Susquehanna Financial Investment Corporation Each of the C&N Subsidiaries currently conducting operations, other than C&N Bank, is an entity that is duly organized, validly existing and in good standing under the laws of Delaware and was established to hold certain investment securitiesits state of incorporation or formation. Susquehanna Financial Investment Corporation Each of the C&N Subsidiaries currently conducting operations has full power and lawful authority to own and hold its properties, properties and to carry on its business as presently conducted and is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state state, local or localforeign) where its ownership, leasing or operation of property or the conduct of its business requires it to be so licensed or qualified or in good standing standing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Susquehanna, Susquehanna Bank or Susquehanna Financial Investment Corporation.C&N.