Common use of Incorporation, Standing and Power Clause in Contracts

Incorporation, Standing and Power. GBB 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 BHCA. Newco has been duly organized, is validly existing and in good standing as corporation under the laws of the State of California. GBB and Newco each 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. Each of GBB and Newco is duly qualified and in good standing as a foreign corporation, and is authorized to do busi­ness, in all states or other jurisdictions in which such qualifica­tion or authorization is necessary, except where the failure to be so qualified 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 GBB on a consolidated basis. GBB has delivered to ABD true and correct copies of the Articles of Incorporation and Bylaws, as amended, of GBB and Newco, and in effect as of the date hereof.

Incorporation, Standing and Power. GBB 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 BHCA. Newco has been duly organized, is validly existing and in good standing as corporation under the laws of the State of California. GBB and Newco each 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. Each of GBB and Newco is duly qualified and in good standing as a foreign corporation, and is authorized to do busi­nessbusiness, in all states or other jurisdictions in which such qualifica­tion qualification or authorization is necessary, except where the failure to be so qualified 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 GBB on a consolidated basis. GBB has delivered to ABD true and correct copies of the Articles of Incorporation and Bylaws, as amended, of GBB and Newco, and in effect as of the date hereof.

Incorporation, Standing and Power. GBB 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 BHCABHC Act. Newco has been duly organized, is validly existing and in good standing as corporation under the laws of the State of California. GBB and Newco each 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. Each of GBB and Newco is duly qualified and in good standing as a foreign corporation, and is authorized to do busi­nessbusiness, in all states or other jurisdictions in which such qualifica­tion qualification or authorization is necessary, except where the failure to be so qualified 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 GBB on a consolidated basis. GBB has delivered to ABD true True and correct copies of the Articles of Incorporation and Bylaws, as amended, Bylaws of GBB and Newco, Newco have been delivered to BSC. Such Articles of Incorporation and Bylaws are in full force and effect as of the date hereof.

Incorporation, Standing and Power. GBB 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 BHCABHC Act. Newco has been duly organized, is validly existing and in good standing as corporation under the laws of the State of California. GBB and Newco each 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. Each of GBB and Newco is duly qualified and in good standing as a foreign corporation, and is authorized to do busi­nessbusiness, in all states or other jurisdictions in which such qualifica­tion qualification or authorization is necessary, except where the failure to be so qualified 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 GBB on a consolidated basis. GBB has delivered to ABD true True and correct copies of the Articles of Incorporation and Bylaws, as amended, Bylaws of GBB and Newco, Newco have been delivered to BOP. Such Articles of Incorporation and Bylaws are in full force and effect as of the date hereof.