Common use of Incorporation, Standing and Power Clause in Contracts

Incorporation, Standing and Power. BAB has been duly organized, --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BAB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB and BABANK has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of BAB or BABANK nor the location of any of their respective properties requires that either BAB or BABANK be licensed to do business in any jurisdiction other than the State of California where the failure to be so licensed would, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. BAB has delivered to GBB true and correct copies of its and BABANK's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BAB BCS has been duly organized, is --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK BBC is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BABBBC's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB BCS and BABANK BBC has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of BAB BCS or BABANK BBC nor the location of any of their respective properties requires that either BAB BCS or BABANK BBC be licensed to do business in any jurisdiction other than the State of California where the failure to be so licensed would, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB BCS on a consolidated basis. BAB BCS has delivered to GBB true and correct copies of its and BABANKBBC's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BAB CVB has been duly organized, --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK CBB is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BAB's CBB’s deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB CVB and BABANK CBB has all requisite corporate power and authority to own, lease and operate its their respective properties and assets and to carry on its business their businesses as presently conducted. Neither the scope of the business of BAB or BABANK nor the location of any of their respective properties requires that either BAB or BABANK be licensed CVB and CBB are duly qualified and in good standing as foreign corporations, and are authorized to do business business, in any jurisdiction all states or other than the State of California jurisdictions in which such qualification or authorization is necessary, except where the failure to be so licensed wouldqualified or authorized would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB CVB on a consolidated basis. BAB has delivered to GBB true True and correct copies of its and BABANK's the Articles of Incorporation Incorporation, as amended, and Bylaws, as amended, of CVB have been delivered to Granite. Such Articles of Incorporation, as amended, and Bylaws, as amended, are in full force and effect as of the date hereof.

Incorporation, Standing and Power. BAB MDB has been duly organized, --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK MDNB is a California state chartered bank national banking association duly organized, validly existing and in good standing under the laws of the State United States of California America and is authorized by the DFI OCC to conduct a general banking business. BABMDNB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB MDB and BABANK MDNB has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of BAB MDB or BABANK MDNB nor the location of any of their respective properties requires that either BAB MDB or BABANK MDNB be licensed to do business in any jurisdiction other than the State of California where the failure to be so licensed would, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB MDB on a consolidated basis. BAB MDB has delivered to GBB true and correct copies of its and BABANKMDNB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BAB Coast has been duly organized, --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK CCB is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BABCCB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB Coast and BABANK CCB has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of BAB Coast or BABANK CCB nor the location of any of their respective properties requires that either BAB Coast or BABANK CCB be licensed to do business in any jurisdiction other than the State of California where the failure to be so licensed would, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Coast on a consolidated basis. BAB Coast has delivered to GBB true and correct copies of its and BABANKCCB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BAB CVB has been duly organized, --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK CBB is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BABCBB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB CVB and BABANK CBB has all requisite corporate power and authority to own, lease and operate its their respective properties and assets and to carry on its business their businesses as presently conducted. Neither the scope of the business of BAB or BABANK nor the location of any of their respective properties requires that either BAB or BABANK be licensed CVB and CBB are duly qualified and in good standing as foreign corporations, and are authorized to do business business, in any jurisdiction all states or other than the State of California jurisdictions in which such qualification or authorization is necessary, except where the failure to be so licensed wouldqualified or authorized would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB CVB and CBB on a consolidated basis. BAB has delivered to GBB true True and correct copies of its and BABANK's the Articles of Incorporation and Bylaws, as amended, Bylaws of CVB and CBB have been delivered to ONB. Such Articles of Incorporation and Bylaws are in full force and effect as of the date hereof.

Incorporation, Standing and Power. BAB Coast has been duly organized, is --------------------------------- is validly existing and in good standing as a corporation under the laws of the State of California and is registered as a bank holding company under the BHC Act. BABANK CCB is a California state chartered bank duly organized, validly existing and in good standing under the laws of the State of California and is authorized by the DFI to conduct a general banking business. BABCCB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BAB Coast and BABANK CCB has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of BAB Coast or BABANK CCB nor the location of any of their respective properties requires that either BAB Coast or BABANK CCB be licensed to do business in any jurisdiction other than the State of California where the failure to be so licensed would, individually or in the aggregate, have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Coast on a consolidated basis. BAB Coast has delivered to GBB true and correct copies of its and BABANKCCB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.