Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. CWBC is a corporation duly organized, validly existing and in good standing under the laws of the State of California. CWBC is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on CWBC. The minute books of CWBC and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board of directors (including committees of their respective boards of directors), as well as the shareholders of CWBC and its Subsidiaries through the date hereof. BN 79011068v1

Organization, Standing and Authority. CWBC is a corporation duly organized, validly existing and in good standing under the laws of the State of California. CWBC is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on CWBC. The minute books of CWBC and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board of directors (including committees of their respective boards of directors), as well as the shareholders of CWBC and its Subsidiaries through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC CFB is a corporation duly organized, validly existing and in good standing under the laws of the State of California. CWBC CFB is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West 1st Bank is a national banking association bank duly organized and validly existing under the Law laws of the United States and a member State of the FHLB. The deposit accounts of Community West Bank are insured California that is duly authorized by the FDIC, in the manner and DBO to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatenedconduct business as a commercial bank. Each other Subsidiary of CWBC CFB is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC CFB and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on CWBCCFB. CFB and each of its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted, except where the failure to be so authorized would not materially impair the ability of CFB to perform its obligations under this Agreement or otherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of Community 1st Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and Community 1st Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. The copies of the CFB Articles, CFB Bylaws and the other governing documents of CFB and its Subsidiaries which have been previously made available to FFI are true, complete and correct copies of such documents as in effect on the date of this Agreement. The minute books of CWBC CFB and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board boards of directors (including committees of their respective boards of directors), as well as the shareholders of CWBC CFB and its Subsidiaries through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC PLAZA is a corporation Washington state-chartered commercial bank duly organized, organized and validly existing and in good standing under the laws of the State of California. CWBC Washington that is duly registered with authorized by the Federal Reserve Board WSDFI to conduct business as a bank holding company under the BHCA and meets the applicable requirements for qualification as suchstate-chartered bank. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC and each of its Subsidiaries PLAZA is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not materially impair the ability of PLAZA to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. PLAZA has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of PLAZA to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of PLAZA are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and PLAZA has paid all deposit insurance premiums and assessments required by applicable laws and regulations. The copies of the PLAZA Articles, the PLAZA Bylaws, and the other governing documents of PLAZA which have nor reasonably be expected been previously made available to have a Material Adverse Effect BHC and BANK are true, complete and correct copies of such documents as in effect on CWBCthe date of this Agreement. The minute books of CWBC and its Subsidiaries PLAZA contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective board of directors the PLAZA Board (including committees of their respective boards of directorsthe PLAZA Board), as well as the shareholders of CWBC and its Subsidiaries PLAZA through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC UBB is a corporation bank duly organized, organized and validly existing and in good standing under the laws of the State of California. CWBC California that is duly registered with authorized by the Federal Reserve Board DBO to conduct business as a bank holding company under the BHCA and meets the applicable requirements for qualification as suchcommercial bank. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC and each of its Subsidiaries UBB is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not materially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. UBB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of UBB are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and UBB has paid all deposit insurance premiums and assessments required by applicable laws and regulations. BCML is a corporation duly organized and validly existing under the laws of the State of California and is duly registered as a bank holding company under the BHCA. The copies of the UBB Articles, BCML Articles, UBB Bylaws and BCML Bylaws, and the other governing documents of UBB and BCML which have nor reasonably be expected been previously made available to have a Material Adverse Effect BFC are true, complete and correct copies of such documents as in effect on CWBCthe date of this Agreement. The minute books of CWBC UBB and its Subsidiaries BCML, respectively, contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective its board of directors (including committees of their respective boards its board of directors), as well as the shareholders of CWBC UBB and its Subsidiaries BCML through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC Feather River is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of CaliforniaDelaware. CWBC Feather River is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank of Feather River is a national banking association bank duly organized and validly existing under the Law Laws of the United States and a member State of the FHLB. The deposit accounts of Community West Bank are insured California that is duly authorized by the FDIC, in the manner and DFPI to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatenedconduct business as a commercial bank. Each other Subsidiary of CWBC Feather River is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC Feather River and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on CWBCFeather River. Feather River and each of its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted, except where the failure to be so authorized would not materially impair the ability of Feather River to perform its obligations under this Agreement or otherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of Bank of Feather River are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Bank of Feather River has paid all deposit insurance premiums and material assessments required by applicable Laws. The copies of the Feather River Charter, Feather River Bylaws and the other governing documents of Feather River and its Subsidiaries which have been previously made available to Plumas are true, complete and correct copies of such documents as in effect on the date of this Agreement. The minute books of CWBC Feather River and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board boards of directors (including committees of their respective boards of directors), as well as the shareholders of CWBC Feather River and its Subsidiaries through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC UBB is a corporation duly organized, validly existing and in good standing under the laws of the State of California. CWBC is duly registered with the Federal Reserve Board as a federally chartered savings bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank is a national banking association duly organized and validly existing under the Law laws of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured that is duly authorized by the FDIC, in the manner and OCC to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its conduct business as now conducteda federal savings bank. CWBC and each of its Subsidiaries UBB is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not materially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. UBB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of UBB are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and UBB has paid all deposit insurance premiums and assessments required by applicable laws and regulations. FULB is a corporation duly organized and validly existing under the laws of the State of California. FULB is duly registered as a savings and loan holding company under HOLA. FULB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of FULB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The copies of the UBB Charter, the FULB Articles, the UBB Bylaws, the FULB Bylaws, and the other governing documents of UBB and FULB which have nor reasonably be expected been previously made available to have a Material Adverse Effect BAY are true, complete and correct copies of such documents as in effect on CWBCthe date of this Agreement. The minute books of CWBC UBB and its Subsidiaries FULB contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective its board of directors (including committees of their respective boards its board of directors), as well as the shareholders of CWBC UBB and its Subsidiaries FULB through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC BANK is a corporation bank duly organized, organized and validly existing and in good standing under the laws of the State of California. CWBC California that is duly registered with authorized by the Federal Reserve Board DBO to conduct business as a bank holding company under the BHCA commercial bank. BANK is duly licensed or qualified to do business and meets the applicable requirements for qualification as such. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where failure to be so licensed or qualified would not materially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the Laws consummation of the jurisdiction of its organizationtransactions contemplated hereby. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have BANK has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. CWBC The deposit accounts of BANK are insured by the FDIC, in the manner and each to the maximum extent provided by applicable law, and BANK has paid all deposit insurance premiums and assessments required by applicable laws and regulations. BHC is a corporation duly organized and validly existing under the laws of its Subsidiaries the State of California and is duly registered as a bank holding company under the BHCA. BHC is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not materially impact the ability of BHC to perform its obligations under this Agreement or otherwise impede the consummation of the transactions contemplated hereby. The copies of BANK Articles, BHC Articles, BANK Bylaws and BHC Bylaws, and the other governing documents of BANK and BHC which have nor reasonably be expected been previously made available to have a Material Adverse Effect PLAZA are true, complete and correct copies of such documents as in effect on CWBCthe date of this Agreement. The minute books of CWBC BHC and its Subsidiaries BANK contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective board of directors Boards (including committees of their respective boards of directorsthe Board), as well as the their respective shareholders of CWBC and its Subsidiaries through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC PBB is a corporation duly organized, validly existing and in good standing under the laws of the State of California. CWBC PBB is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Premier Business Bank is a national banking association bank duly organized and validly existing under the Law laws of the United States and a member State of the FHLB. The deposit accounts of Community West Bank are insured California that is duly authorized by the FDIC, in the manner and DBO to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatenedconduct business as a commercial bank. Each other Subsidiary of CWBC PBB is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC PBB and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on CWBCPBB. PBB and each of its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted, except where the failure to be so authorized would not materially impair the ability of PBB to perform its obligations under this Agreement or otherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of Premier Business Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and Premier Business Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. The copies of the PBB Articles, PBB Bylaws and the other governing documents of PBB and its Subsidiaries which have been previously made available to FFI are true, complete and correct copies of such documents as in effect on the date of this Agreement. The minute books of CWBC PBB and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board boards of directors (including committees of their respective boards of directors), as well as the shareholders of CWBC PBB and its Subsidiaries through the date hereof. BN 79011068v1.

Organization, Standing and Authority. CWBC BANK is a corporation state-chartered Federal Reserve member bank duly organized, organized and validly existing and in good standing under the laws of the State of California. CWBC New Mexico that is duly registered with authorized by the Federal Reserve Board NMFID to conduct business as a bank holding company under the BHCA and meets the applicable requirements for qualification as suchbank. Community West Bank is a national banking association duly organized and validly existing under the Law of the United States and a member of the FHLB. The deposit accounts of Community West Bank are insured by the FDIC, in the manner and to the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. CWBC and each of its Subsidiaries BANK is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not materially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. BANK has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of BANK are insured by the FDIC, in the manner and to the maximum extent provided by applicable law, and BANK has paid all deposit insurance premiums and assessments required by applicable laws and regulations. BFC is a corporation duly organized and validly existing under the laws of the State of New Mexico. BFC is duly registered as a bank holding company under the Federal Reserve Act. BFC has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be so authorized would not materially impair the ability of BFC to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The copies of the BANK Articles, the BFC Articles, the BANK Bylaws, the BFC Bylaws, and the other governing documents of BANK and BFC which have nor reasonably be expected been previously made available to have a Material Adverse Effect BCML are true, complete and correct copies of such documents as in effect on CWBCthe date of this Agreement. The minute books of CWBC BANK and its Subsidiaries BFC contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective its board of directors (including committees of their respective boards its board of directors), as well as the shareholders of CWBC BANK and its Subsidiaries BFC through the date hereof. BN 79011068v1.