Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Buyer of this Agreement, or to consummate the transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks; (ii) the Requisite Buyer Shareholder Approval; (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and Plan of Bank Merger by Buyer, as sole shareholder of Buyer Bank, (v) the filing and effectiveness of the Registration Statement with the SEC; (vi) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in the Merger (vii) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts and the Maryland Department of Assessments and Taxation. To Buyer’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer that could reasonably be expected to result in any of the approvals set forth above and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger, the Holdco Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a).

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Buyer Company of this Agreement, Agreement or to consummate the contemplated transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Housing Partnership FundCommissioner of Banks (the “Commissioner”), the Massachusetts Commissioner of BanksHousing Partnership Fund and the New Hampshire Banking Department (“NHBD”); (ii) the Requisite Buyer Company Shareholder Approval; (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and the Plan of Bank Merger by BuyerCompany, as the sole shareholder of Buyer Company Bank, ; (viv) the filing and effectiveness of the Registration Statement with the SEC; , (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (viithe “Buyer Share Issuance”); (vi) the filing of the Articles of Merger with the Maryland Department Secretary of 40 Assessments the Commonwealth of Massachusetts and Taxation the filing of a Certificate of Consolidation with the Commissioner; and (viiivii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC, the Commissioner, and the Maryland Department NHBD and the making of Assessments and Taxation. satisfactory arrangements with the Massachusetts Housing Partnership Fund as referred to in clause (i) is a “Regulatory Approval.” To BuyerCompany’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer Company that could would reasonably be expected to result in any of the approvals set forth above and referred to in Section 6.01(b6.02(b) not being received in order to permit consummation of the Merger, the Holdco Merger and Bank Holdco Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a)basis.

Regulatory Approvals; No Defaults. (a) No Except as set forth in Company Disclosure Schedule 3.07(a), no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Buyer Company of this Agreement, Agreement or to consummate the transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger)Agreement, except for (i) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or by the making of satisfactory arrangements withFRB, the FRBComptroller, the FDIC, the Massachusetts Housing Partnership FundCommissioner of Banks, the Massachusetts Commissioner Housing Partnership Fund and the Massachusetts Board of BanksBank Incorporation; (ii) the Requisite Buyer Shareholder Company Stockholder Approval; , (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and the Plan of Bank Merger by Buyerat least two-thirds of the entire Company Bank board of directors, as such board approval being required prior to the notification to and the filing of the Plan of Bank Merger with the Comptroller referred to in clause (vi) of this Section 3.07(a) (which such approval has been obtained prior to the execution of this Agreement), (iv) the approval of Bank Merger and the Plan of Bank Merger by Company, the sole shareholder stockholder of Buyer Company Bank, ; (v) the filing and effectiveness of the Registration Statement Proxy Statement-Prospectus with the SEC; (vi) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in the Merger (vii) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts and the Maryland Department of Assessments and TaxationTaxation and notification to and the filing of the Plan of Bank Merger with the Comptroller, (vii) the surrender of the Federal Stock Savings Bank Charter of Company Bank to the Comptroller as soon as practical after the Effective Time, and (viii) the notification to and the filing of a Company Bank Charter Amendment with the Comptroller as referenced in Company Disclosure Schedule 3.34. To Buyer’s Knowledge Each consent, approval, receipt or waiver by the FRB, the FDIC, the Comptroller, The Massachusetts Commissioner of Banks and the Massachusetts Board of Bank Incorporation as referred to in clause (i) hereof is a “Regulatory Approval”. As of the date hereof, Company is not aware of this Agreement, there is no fact or circumstance any reason relating to Buyer that could reasonably be expected to result in any of Company why the approvals set forth above and referred to in Section 6.01(b) will not being be received in order to permit consummation of the Merger, the Holdco Merger and Bank Merger on a timely basis manner or will include a Burdensome Condition as defined in Section 5.06(a)5.06.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Buyer Company of this Agreement, Agreement or to consummate the contemplated transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Housing Partnership FundCommissioner of Banks, the Massachusetts Commissioner of BanksHousing Partnership Fund and the Depositors Insurance Fund; (ii) the Requisite Buyer Shareholder Company Stockholder Approval; , (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and the Plan of Bank Merger by BuyerCompany, as the sole shareholder stockholder of Buyer Company Bank, ; (viv) the filing and effectiveness of the Registration Statement with the SEC; , (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (viithe “Buyer Share Issuance”), (vi) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viiivii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts and the Maryland Department of Assessments and Taxation. Each consent, approval, receipt, or waiver by the FRB, the FDIC, the Massachusetts Commissioner of Banks and the Depositors Insurance Fund as referred to in clause (i) is a “Regulatory Approval.” To BuyerCompany’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer Company that could would reasonably be expected to result in any of the approvals set forth above and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger, the Holdco Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a)basis.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Parent or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Buyer Parent and the Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated by this Agreement (including the Holdco Merger hereby and the Bank Merger)thereby, except for (iA) as applicable, filings of, of applications or notices with, with and consents, approvals or waivers by, or by the making of satisfactory arrangements withFederal Reserve Board, the FRBOTS, the FDIC, the Massachusetts Housing Partnership Bank Commissioner, The Co-operative Central Bank, the Depositors Insurance Fund, the Massachusetts Commissioner of Banks; (ii) Board and the Requisite Buyer Shareholder Approval; (iii) the approval of the Holdco Merger by BuyerMHPF, as sole shareholder of the Interim Surviving Entityrequired, (ivB) filings with the approval SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Bank Merger and Plan of Bank Merger by Buyer, as sole shareholder of Buyer BankMerger, (v) the filing and effectiveness of the Registration Statement with the SEC; (viC) the approval of the listing on Nasdaq of the Buyer Parent Common Stock to be issued in the Merger Merger, (viiD) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii) the filing of the Articles of Holdco Merger with the Secretary of the State of The Commonwealth of Massachusetts pursuant to the MBCL, (E) the approval of this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock, and (F) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the Maryland Department of Assessments foregoing federal and Taxationstate banking agencies in connection with the Bank Merger. To Buyer’s Knowledge as As of the date hereof, Parent is not aware of this Agreement, there is no fact or circumstance relating to Buyer that could reasonably be expected to result in any of reason why the approvals set forth above and referred to in Section 6.01(b8.01(b) will not being be received in order to permit consummation a timely manner and without the imposition of a condition, restriction or requirement of the Merger, the Holdco Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined type described in Section 5.06(a)8.01(b) or that the requisite approval of Parent's stockholders will not be obtained.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Buyer Wachovia or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Buyer Wachovia of this Agreement, Agreement or to consummate the transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (iA) the filing of applications and notices, as applicable, filings of, applications or notices with, with the federal and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banksstate banking authorities; (iiB) the Requisite Buyer Shareholder Approval; (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and Plan of Bank Merger by Buyer, as sole shareholder of Buyer Bank, (v) the filing and effectiveness of the Registration Statement with the SEC; (vi) the approval of the listing on Nasdaq the NYSE of the Buyer Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (viiC) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of the Articles articles of Merger merger with the Maryland Department Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of 40 Assessments and Taxation related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (viiiF) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts and the Maryland Department of Assessments and Taxation. To Buyer’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer that could reasonably be expected to result in any receipt of the approvals set forth above and in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in Section 6.01(b) not being received in order to permit the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Holdco Merger and Bank Merger on a timely basis certificate of incorporation or will include a Burdensome Condition as defined in Section 5.06(a).by-laws (or similar governing documents) of Wachovia A-15

Regulatory Approvals; No Defaults. (a) No Except as set forth on Company Disclosure Schedule 3.07, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Buyer Company of this Agreement, Agreement or to consummate the contemplated transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Housing Partnership FundOCC, the Massachusetts Commissioner of Banks, and the Massachusetts Housing Partnership Fund; (ii) the Requisite Buyer Company Shareholder Approval; , (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and the Plan of Bank Merger by BuyerCompany, as the sole shareholder of Buyer Company Bank, ; (v) the filing and effectiveness of the Registration Statement with the SEC; , and (vi) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in the Merger (vii) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC, the OCC, and The Massachusetts and the Maryland Department Commissioner of Assessments and TaxationBanks as referred to in clause (i) is a “Regulatory Approval”. To BuyerCompany’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer Company that could reasonably be expected to result in any of the approvals set forth above and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger, the Holdco Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a)basis.

Regulatory Approvals; No Defaults. (a) No Except as set forth on Company Disclosure Schedule 3.07, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer Company or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Buyer Company of this Agreement, Agreement or to consummate the contemplated transactions contemplated by this Agreement (including the Holdco Merger and the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Massachusetts Commissioner of Banks, and the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks; (ii) the Requisite Buyer Shareholder Company Stockholder Approval; , (iii) the approval of the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving Entity, (iv) the approval of the Bank Merger and the Plan of Bank Merger by BuyerCompany, as the sole shareholder stockholder of Buyer Company Bank, ; (viv) the filing and effectiveness of the Registration Statement with the SEC; , (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger Merger, and (viivi) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii) the filing of the Articles of Holdco Merger with the Secretary of the Commonwealth of Massachusetts and the Maryland Department of Assessments and Taxation. Each consent, approval, receipt, or waiver by the FRB, the FDIC, and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval”. To BuyerCompany’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Buyer Company that could would reasonably be expected to result in any of the approvals set forth above and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger, the Holdco Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a)basis.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer HEOP or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Buyer HEOP of this Agreement and by Heritage Oaks Bank of the Bank Merger Agreement, or to consummate the transactions contemplated by this Agreement (including the Holdco Merger Transaction, except as set forth in Section 5.03(f)(i) of HEOP’s Disclosure Schedule and the Bank Merger), except for (iA) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of satisfactory arrangements withPPBI Common Stock in the Merger, the FRB, the FDIC, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks; (iiC) the Requisite Buyer Shareholder Approval; (iii) the approval of listing of such PPBI Common Stock on the Holdco Merger by Buyer, as sole shareholder of the Interim Surviving EntityNasdaq, (iv) the approval of the Bank Merger and Plan of Bank Merger by Buyer, as sole shareholder of Buyer Bank, (v) the filing and effectiveness of the Registration Statement with the SEC; (vi) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in the Merger (viiD) the filing of the Articles of Merger with the Maryland Department of 40 Assessments and Taxation and (viii1) the filing Certificate of the Articles of Holdco Merger with the Secretary of State of the Commonwealth State of Massachusetts Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the Maryland Department DBO pursuant to the CGCL and CFC, (E) the approval of Assessments this Agreement by the holders of the outstanding shares of HEOP Common Stock, and Taxation(F) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. To Buyer’s Knowledge as As of the date hereof, HEOP is not aware of this Agreement, there is no fact or circumstance relating to Buyer that could reasonably be expected to result in any of reason why the approvals set forth above and referred to in Section 6.01(b7.01(b) will not being be received in order a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to permit receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by HEOP and the Bank Merger Agreement by Heritage Oaks Bank and the consummation of the MergerTransaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of HEOP or any of its Subsidiaries or to which HEOP or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Holdco Merger and Bank Merger on a timely basis articles of incorporation or will include a Burdensome Condition as defined in Section 5.06(abylaws (or similar governing documents) of HEOP or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument. (g).