COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF
THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF PACIFIC WESTERN BANK, A
CALIFORNIA STATE-CHARTERED BANK (THE "BANK"), FREE AND CLEAR OF ANY LIENS, AND
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF THE BANK ARE
VALIDLY ISSUED AND ARE FULLY PAID, NON-ASSESSABLE AND WERE ISSUED FREE OF
PREEMPTIVE AND SIMILAR RIGHTS TO SUBSCRIBE FOR OR PURCHASE SECURITIES.
(B)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS AN ENTITY DULY INCORPORATED OR OTHERWISE ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, WITH THE REQUISITE POWER AND AUTHORITY TO OWN AND
USE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS CURRENTLY
CONDUCTED.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OR DEFAULT OF
ANY OF THE PROVISIONS OF ITS RESPECTIVE CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN
GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN
WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING, AS THE CASE MAY BE, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT AND, TO THE COMPANY'S ACTUAL KNOWLEDGE, NO PROCEEDING
HAS BEEN INSTITUTED IN ANY SUCH JURISDICTION REVOKING, LIMITING OR CURTAILING OR
SEEKING TO REVOKE, LIMIT OR CURTAIL SUCH POWER AND AUTHORITY OR QUALIFICATION.
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER
7
AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS
BY THE COMPANY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART
OF THE COMPANY AND NO FURTHER ACTION IS REQUIRED BY THE COMPANY, THE BOARD OF
DIRECTORS OR THE COMPANY'S STOCKHOLDERS IN CONNECTION THEREWITH OTHER THAN IN
CONNECTION WITH THE REQUIRED APPROVALS.
EACH TRANSACTION DOCUMENT TO WHICH IT
IS A PARTY HAS BEEN (OR UPON DELIVERY WILL HAVE BEEN) DULY EXECUTED BY THE
COMPANY AND, WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF,
WILL CONSTITUTE THE VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS LIMITED BY
GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS RELATING TO
THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION PROVISIONS MAY BE
LIMITED BY APPLICABLE LAW OR PUBLIC POLICY.
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OF THE TRANSACTION DOCUMENTS, THE ISSUANCE AND