Common use of Incorporation, Standing and Power Clause in Contracts

Incorporation, Standing and Power. BCS 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. 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. BBC's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS and 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 BCS or BBC nor the location of any of their respective properties requires that either BCS or 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 BCS on a consolidated basis. BCS has delivered to GBB true and correct copies of its and BBC's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BCS 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. BBC 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. BBCBAB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS BAB and BBC 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 BCS BAB or BBC BABANK nor the location of any of their respective properties requires that either BCS BAB or BBC 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 BCS BAB on a consolidated basis. BCS BAB has delivered to GBB true and correct copies of its and BBCBABANK's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BCS 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. BBC 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. BBCCCB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS Coast and BBC 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 BCS Coast or BBC CCB nor the location of any of their respective properties requires that either BCS Coast or BBC 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 BCS Coast on a consolidated basis. BCS Coast has delivered to GBB true and correct copies of its and BBCCCB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BCS 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. BBC 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. BBC's CBB’s deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS CVB and BBC 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 BCS or BBC nor the location of any of their respective properties requires that either BCS or BBC 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 BCS CVB on a consolidated basis. BCS has delivered to GBB true True and correct copies of its and BBC'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. BCS 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. BBC 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. BBCMDNB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS MDB and BBC 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 BCS MDB or BBC MDNB nor the location of any of their respective properties requires that either BCS MDB or BBC 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 BCS MDB on a consolidated basis. BCS MDB has delivered to GBB true and correct copies of its and BBCMDNB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.

Incorporation, Standing and Power. BCS 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. BBC 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. BBCCCB's deposits are insured by the FDIC in the manner and to the fullest extent provided by law. Each of BCS Coast and BBC 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 BCS Coast or BBC CCB nor the location of any of their respective properties requires that either BCS Coast or BBC 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 BCS Coast on a consolidated basis. BCS Coast has delivered to GBB true and correct copies of its and BBCCCB's Articles of Incorporation and Bylaws, as amended, and in effect as of the date hereof.