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

Organization, Authority and Significant Subsidiaries. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with the necessary power and authority to own its properties and conduct its business in all material respects as currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be likely 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 each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. Except as has not had and would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, 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 of 1933 (the “Securities Act”) (each, a “Significant Subsidiary”) has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Company’s principal bank subsidiary is duly organized and validly existing as a national banking association and its deposit accounts are insured up to applicable limits by the FDIC. The Charter and bylaws of the Company, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date.

Organization, Authority and Significant Subsidiaries. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of DelawareMaryland, with the necessary corporate power and authority to own its properties and conduct its business in all material respects as currently conducted, and and, except as has not, individually not had or in the aggregate, had and would not reasonably be likely 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 each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. Except ; and each Subsidiary (as has not had and would not reasonably be likely to have, individually or defined in the aggregate, a Company Material Adverse Effect, each subsidiary Section 5.10(a)) of the Company that is a “"significant subsidiary” " within the meaning of Rule 1-02(w01(w) of Regulation S-X under the Securities Act of 1933 1933, as amended (the “"Securities Act”") (each, a “"Significant Subsidiary”" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Company’s 's principal bank subsidiary depository institution Subsidiary is duly organized and validly existing as a national banking association New York State chartered bank, and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation (the "FDIC. The Charter and bylaws of the Company, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date").

Organization, Authority and Significant Subsidiaries. The Company has been duly incorporated and is validly existing and as an exempted company in good standing under the laws of the State of DelawareBermuda, with the necessary corporate power and authority to own or lease its properties and assets and conduct its business in all material respects as currently conducted, and and, except as has notas, individually or in the aggregate, has not had and or would not reasonably be likely 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 each other jurisdiction in which it owns or leases properties properties, or conducts any business so as to require such qualification. Except as has not had and would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, ; each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-02(w01(w) of Regulation S-X under the Securities Act of 1933 1933, as amended (the “Securities Act”) (each, individually a “Significant Subsidiary” and collectively the “Significant Subsidiaries”) ), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Company’s principal bank subsidiary As used herein, “Material Adverse Effect” means any event, change, development or effect that is duly organized material and validly existing adverse to the business, assets, results of operations or financial condition of the Company and its subsidiaries taken as a national banking association and its deposit accounts are insured up to applicable limits by whole, or on the FDIC. The Charter and bylaws ability of the Company, copies of which have been provided Company to consummate the Investor prior to Purchase and the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Dateother transactions contemplated for it by this Agreement.

Organization, Authority and Significant Subsidiaries. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with the necessary power and authority to own its properties and conduct its business in all material respects as currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be likely 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 each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. Except as has not had and would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, 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 of 1933 (the “Securities Act”) (each, a “Significant Subsidiary”) has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Company’s principal bank subsidiary is duly organized and validly existing as a national banking association and its deposit accounts are insured up to applicable limits by the FDICInvestor. The Charter and bylaws of the Company, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date.