Common use of REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK. The Assuming Bank represents and warrants to the Corporation and the Receiver as follows: Module 1 Whole Bank w/ Loss Share – P&A Version 1.12 November 17, 2009 31 FIRST REGIONAL BANK Los Angeles, CA (a) Corporate Existence and Authority. The Assuming Bank (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.