Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule, TCB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB to indemnification from TCB, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 per annum, (E) which is with or to a labor union or guild (including any collective bargaining agreement), (F) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (G) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of TCB, (H) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (I) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 or more in annual fees, (J) which provides for the payment by TCB of payments upon a change of control thereof, (K) which is a lease for any real or material personal property owned or presently used by TCB, (L) which materially restricts the conduct of any business by TCB or limits the freedom of TCB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires TCB to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (M) which is with respect to, or otherwise commits TCB to do, any of the foregoing (collectively, “Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each Material Contract is valid and binding on TCB and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of TCB, is valid and binding on the other parties thereto. TCB is not, and to the knowledge of TCB, no other party thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB is currently outstanding. (iii) Section 5.03(l)(iii) of TCB’s Disclosure Schedule sets forth a schedule of all officers and directors of TCB who have outstanding loans from TCB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) Previously Disclosed, neither CWBC nor any of TCB’s Disclosure Schedule, TCB its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB CWBC or any of its Subsidiaries to indemnification from TCBCWBC, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 100,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (GF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of TCBCWBC or any of its Subsidiaries, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 100,000 or more in annual fees, (JI) which provides for the payment by TCB CWBC or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBCWBC or any of its Subsidiaries, (LK) which materially restricts the conduct of any business by TCB CWBC or any of its Subsidiaries or limits the freedom of TCB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CWBC or any of its affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB CWBC or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CWBC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits TCB CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each CWBC Material Contract is valid and binding on TCB CWBC or any of its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge Knowledge of TCBCWBC or its Subsidiaries, is valid and binding on the other parties Parties thereto. TCB is notNeither CWBC and its Subsidiaries, and nor, to the knowledge Knowledge of TCBCWBC and its Subsidiaries, no any other party Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB CWBC or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(l)(iii) All outstanding loans from CWBC or any of TCB’s Disclosure Schedule sets forth a schedule of all its Subsidiaries to their respective officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) Previously Disclosed, neither CVCY nor any of TCB’s Disclosure Schedule, TCB its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB CVCY or any of its Subsidiaries to indemnification from TCBCVCY, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 100,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (GF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of TCBCVCY or any of its Subsidiaries, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 100,000 or more in annual fees, (JI) which provides for the payment by TCB CVCY or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBCVCY or any of its Subsidiaries, (LK) which materially restricts the conduct of any business by TCB CVCY or any of its Subsidiaries or limits the freedom of TCB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CVCY or any of its affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB CVCY or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits TCB CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each CVCY Material Contract is valid and binding on TCB CVCY or any of its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge Knowledge of TCBCVCY or its Subsidiaries, is valid and binding on the other parties Parties thereto. TCB is notNeither CVCY and its Subsidiaries, and nor, to the knowledge Knowledge of TCBCVCY and its Subsidiaries, no any other party Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB CVCY or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(l)(iii) All outstanding loans from CVCY or any of TCB’s Disclosure Schedule sets forth a schedule of all its Subsidiaries to their respective officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) Previously Disclosed, neither CVCY nor any of TCB’s Disclosure Schedule, TCB its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB CVCY or any of its Subsidiaries to indemnification from TCBCVCY, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 100,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness for borrowed money, whether as BN 79011068v1 borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (GF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of TCBCVCY or any of its Subsidiaries, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 100,000 or more in annual fees, (JI) which provides for the payment by TCB CVCY or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBCVCY or any of its Subsidiaries, (LK) which materially restricts the conduct of any business by TCB CVCY or any of its Subsidiaries or limits the freedom of TCB CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CVCY or any of its affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB CVCY or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits TCB CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each CVCY Material Contract is valid and binding on TCB CVCY or any of its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge Knowledge of TCBCVCY or its Subsidiaries, is valid and binding on the other parties Parties thereto. TCB is notNeither CVCY and its Subsidiaries, and nor, to the knowledge Knowledge of TCBCVCY and its Subsidiaries, no any other party Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB CVCY or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(l)(iii) All outstanding loans from CVCY or any of TCB’s Disclosure Schedule sets forth a schedule of all its Subsidiaries to their respective officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) of TCB’s Disclosure SchedulePreviously Disclosed, TCB neither BFC nor BANK is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB either BFC or BANK to indemnification from TCBBFC or BANK, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 50,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (GF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of TCBBFC or BANK, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 50,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve involves the payment of $20,000 50,000 or more in annual fees, (JI) which provides for the payment by TCB BFC or BANK of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBBFC or BANK, (LK) which materially restricts the conduct of any business by TCB BFC or BANK or limits the freedom of TCB BFC or BANK to engage in any line of business in any geographic area (or would so restrict the Surviving Bank BFC or any of its affiliates BANK after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB BFC or BANK to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (ML) which is with respect to, or otherwise commits TCB BFC or BANK to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each To the knowledge of BFC and BANK, each Material Contract is valid and binding on TCB BFC and/or BANK and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of TCB, and is valid and binding on the other parties thereto. TCB is notNone of BFC, and BANK or, to the knowledge of TCBBFC and/or BANK, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB BFC or BANK is currently outstanding. (iii) Section 5.03(l)(iii) of TCB’s Disclosure Schedule sets forth a schedule of all All outstanding loans from BFC or BANK to its officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) Previously Disclosed, neither CWBC nor any of TCB’s Disclosure Schedule, TCB its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB CWBC or any of its Subsidiaries to indemnification from TCBCWBC, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 100,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (GF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of TCBCWBC or any of its Subsidiaries, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 100,000 or more in annual fees, (JI) which provides for the payment by TCB CWBC or any of its Subsidiaries (or any successor) of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBCWBC or any of its Subsidiaries, (LK) which materially restricts the conduct of any business by TCB CWBC or any of its Subsidiaries or limits the freedom of TCB CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank CWBC or any of its affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB CWBC or any of its Subsidiaries to offer specified products or services to BN 79011068v1 their customers or depositors on a priority or exclusive basis, or (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CWBC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits TCB CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each CWBC Material Contract is valid and binding on TCB CWBC or any of its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge Knowledge of TCBCWBC or its Subsidiaries, is valid and binding on the other parties Parties thereto. TCB is notNeither CWBC and its Subsidiaries, and nor, to the knowledge Knowledge of TCBCWBC and its Subsidiaries, no any other party Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB CWBC or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(l)(iii) All outstanding loans from CWBC or any of TCB’s Disclosure Schedule sets forth a schedule of all its Subsidiaries to their respective officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) Previously Disclosed, neither PBB nor any of TCB’s Disclosure Schedule, TCB its Subsidiaries is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB PBB or any of its Subsidiaries to indemnification from TCBPBB or any of its Subsidiaries, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 50,000 per annum, (ED) which is with or to a labor union or guild (including any collective bargaining agreement), (FE) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (GF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of TCBPBB or any of its Subsidiaries, (HG) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve involves the payment of $20,000 50,000 or more in annual fees, (JI) which provides for the payment by TCB PBB or any of its Subsidiaries of payments upon a change of control thereof, (KJ) which is a lease for any real or material personal property owned or presently used by TCBPBB or any of its Subsidiaries, (LK) which materially restricts the conduct of any business by TCB PBB or any of its Subsidiaries or limits the freedom of TCB PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Bank PBB or any of its affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB PBB or any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (M) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits TCB PBB or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each Material Contract is valid and binding on TCB PBB or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of TCBPBB or its Subsidiaries, is valid and binding on the other parties thereto. TCB is notNone of PBB and its Subsidiaries or, and to the knowledge of TCBPBB and its Subsidiaries, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB PBB or any of its Subsidiaries is currently outstanding. (iii) Section 5.03(l)(iii) All outstanding loans from PBB or any of TCB’s Disclosure Schedule sets forth a schedule of all its Subsidiaries to their respective officers and directors of TCB who have outstanding loans from TCBbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as set forth in Section 5.03(l)(i) of TCB’s Disclosure SchedulePreviously Disclosed, TCB no Seller Party or Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB a Seller Party or Subsidiary to indemnification from TCBa Seller Party or Subsidiary, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 50,000 per annum, (E) which is with or to a labor union or guild (including any collective bargaining agreement), (F) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLBFHLB or the SFFRB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (G) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of TCBa Seller Party or Subsidiary, (H) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (I) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 50,000 or more in annual fees, (J) which provides for the payment by TCB SL Bank or any other Seller Party of payments in excess of $50,000 upon a change of control thereof, (K) which is a lease for any real or material personal property owned or presently used by TCBSeller Parties or any Subsidiary, (L) which materially restricts the conduct of any business by TCB a Seller Party or Subsidiary or limits the freedom ability of TCB a Seller Party or Subsidiary to engage in any material line of business in any geographic area (or would so restrict the Surviving MC Bank or any of its affiliates Purchaser Party after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires TCB a Seller Party or Subsidiary to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (M) which is with respect to, or otherwise commits TCB a Seller Party or Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract. (ii) Each Material Contract is valid and binding on TCB each Seller Party and Subsidiary and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge Knowledge of TCBthe Seller Parties, is valid and binding on the other parties thereto. TCB is notNo Seller Party or Subsidiary, and nor to the knowledge Knowledge of TCBthe Seller Parties, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultMaterial Contract. Except as provided in this Agreement, and except for transactions in the ordinary course of business, no power of attorney or similar authorization given directly or indirectly by TCB any Seller Party or Subsidiary is currently outstanding. (iii) Section 5.03(l)(iii) of TCB’s Disclosure Schedule sets forth a schedule of all All outstanding loans from SL Bank to its officers and directors have been Previously Disclosed, are in and were made in compliance with Regulation O of TCB who have outstanding loans from TCBthe Federal Reserve Board, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Except as for documents set forth in Section 5.03(l)(i5.03(k) of TCBFAB’s Disclosure Schedule, TCB FAB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees employees, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of TCB FAB to indemnification from TCBFAB, (C) which is provides for the payment by FAB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FAB, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (DE) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 25,000 per annum, (EF) which is with or to a labor union or guild (including any collective bargaining agreement), (FG) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (GH) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of TCBFAB, (HI) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (IJ) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve involves the payment of $20,000 25,000 or more in annual fees, (JK) which provides for relates to the payment by TCB settlement or other resolution of payments upon a change any legal proceeding in an amount in excess of control thereof$25,000 and that has any continuing obligations, liabilities or restrictions, (KL) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by TCBFAB, (LN) which materially restricts the conduct of any business by TCB FAB or limits the freedom of TCB FAB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its affiliates Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires TCB FAB to offer specified products or services to their its customers or depositors on a priority or exclusive basis, or (MO) which is with respect to, or otherwise commits TCB FAB to do, any of the foregoing (collectively, “Material Contracts”). Set Except as set forth in Section 5.03(l)(i5.03(k)(i) of TCBFAB’s Disclosure Schedule is Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a list that includes each result of FAB’s execution, delivery or performance of this Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material ContractContracts have been made available to PPBI as of the date hereof. (ii) Each of the Material Contract is valid and binding on TCB and Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of FAB and, to the knowledge of TCBFAB’s knowledge, is a valid and binding on obligation of the other parties thereto. TCB is not, enforceable against FAB, and to FAB’s knowledge, the knowledge other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of TCBgeneral applicability relating to or affecting creditors’ rights or by general equity principles). FAB has performed, no in all material respects, all obligations required to be performed by it under each Material Contract. Neither FAB nor, to FAB’s knowledge, any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is they are a party, by which its their respective assets, business, or operations may be bound or affected, or under which it or its their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no No power of attorney or similar authorization given directly or indirectly by TCB FAB is currently outstanding. With respect to the Material Contracts, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(l)(iii5.03(k)(iii) of TCBFAB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of FAB Common Stock and executive officers and directors of TCB FAB who have outstanding loans from TCBFAB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.