Common use of Authorization and No Default Clause in Contracts

Authorization and No Default. CHC’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC of its obligations hereunder. City National’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf by its duly authorized officers and the performance by City National of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles of incorporation, articles of association or bylaws of CHC or City National, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC or City National, as applicable, is bound or subject, which is material to CHC and City National taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit CHC or City National, as applicable, from consummating this Agreement or the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC and City National and constitutes a legal, valid and binding obligation of CHC and City National, enforceable against CHC and City National in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC or City National, as applicable. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Commission and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC or the Subsidiary Merger by City National. CHC and City National are neither in default under nor in violation of any provision of their articles of incorporation or articles of association or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on CHC and City National, taken as a whole.

Authorization and No Default. CHC(1) Community Financial’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, Merger and the Subsidiary Merger Agreement and the Subsidiary Merger (on behalf of CHC Community Financial as the sole shareholder of City NationalCommunity Bank) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC Community Financial of its obligations hereunder. City NationalCommunity Bank’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf by its duly authorized officers and the performance by City National Community Bank of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles of incorporation, articles of association charter or bylaws of CHC Community Financial or City NationalCommunity Bank, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC or City National, as applicable, either is bound or subject, subject (other than agreements which is material to CHC and City National taken as a whole or to can be terminated under circumstances requiring only monetary payments of less than $50,000 in the Company Merger or the Subsidiary Merger aggregate) would prohibit CHC either Community Financial or City NationalCommunity Bank, as applicable, from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC Community Financial and City National Community Bank and constitutes a legal, valid and binding obligation of CHC and City Nationaleach, enforceable against CHC and City National each in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC or City NationalCommunity Financial (except for approval by Community Financial’s shareholders) to authorize the execution, as applicabledelivery and performance of this Agreement and the Subsidiary Merger Agreement. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Commission”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC Community Financial or the Subsidiary Merger by City NationalCommunity Bank. CHC Except as disclosed in its Disclosure Schedule, Community Financial and City National Community Bank are neither in default under under, nor in violation of of, any provision of their its articles of incorporation or articles of association incorporation, charter or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on Community Financial, taken as a whole. (2) For purposes of this Agreement, “Material Adverse Effect” means with respect to CHC or Community Financial, any event, change, circumstance, effect or occurrence which, individually or together with any other event, change, circumstance, effect or occurrence, (i) is both material and adverse to the financial position, results of operation or business of CHC and City National, taken as a whole, or Community Financial and Community Bank, taken as a whole, respectively, or (ii) would materially impair the ability of either CHC or Community Financial to perform its obligations under this Agreement or otherwise materially impede the consummation of the Company Merger, the Subsidiary Merger and the other transactions contemplated by this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the following: (A) the effects of any change attributable to or resulting from changes in laws, regulations or interpretations of those laws or regulations by courts or governmental authorities applicable generally to banks or bank holding companies; (B) changes in GAAP applicable to banks or bank holding companies generally, except to the extent any such change affects Community Financial or Community Bank or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally; (C) changes in economic conditions affecting financial institutions generally, including changes in credit availability and liquidity, and price levels or trading volumes in securities markets except to the extent that such changes have a disproportionate impact on CHC, City National, or Community Financial or Community Bank, as the case may be, relative to the overall effects on the banking industry; (D) changes in general levels of interest rates (including the impact on the parties’ securities portfolios) provided that any such change shall not affect Community Financial or Community Bank or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally, and provided further that any such change shall not have a materially adverse effect on the credit quality of Community Bank’s or City National’s assets, respectively; (E) reasonable and customary expenses incurred in connection with the Company Merger and all expenses related to any employment, change in control or severance contract and benefit or retirement plan disclosed on the Disclosure Schedule; (F) charges required under Section 6.11 hereof; (G) actions or omissions of either CHC or Community Financial or any of their subsidiaries, taken with the prior written consent of the other party in contemplation of the transactions contemplated by this Agreement; (H) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of the parties and their respective subsidiaries; and (I) the occurrence of any military or terrorist attack within the United States or on any of its possessions or offices, or any earthquakes, hurricanes, tornados or other natural disasters.

Authorization and No Default. CHC(1) AC Financial’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf of AC Financial by its duly authorized officers and the performance by CHC AC Financial of its obligations hereunder. City NationalAC Bank’s Board of Directors hasand AC Financial, as the sole stockholder of AC Bank, have, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf of AC Bank by its duly authorized officers and the performance by City National AC Bank of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles of incorporation, articles of association charter or bylaws of CHC AC Financial or City NationalAC Bank, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC either AC Financial or City NationalAC Bank, as applicable, is bound or subject, which is material to CHC and City National taken as a whole or to the Company Merger or the Subsidiary Merger subject would prohibit CHC either AC Financial or City NationalAC Bank, as applicable, from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC AC Financial and City National AC Bank and constitutes a legal, valid and binding obligation of CHC AC Financial and City NationalAC Bank, enforceable against CHC AC Financial and City National AC Bank in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC AC Financial (except for approval by AC Financial’s stockholders) or City NationalAC Bank to authorize the execution, as applicabledelivery and performance of this Agreement and the Subsidiary Merger Agreement. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Commission and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC AC Financial or the Subsidiary Merger by City NationalAC Bank. CHC Except as set forth in Section 5.02(b)(1) of the Disclosure Schedules, AC Financial and City National AC Bank are neither in default under under, nor in violation of of, any provision of their respective articles of incorporation or articles of association incorporation, charter or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will could not individually or in the aggregate have a Material Adverse Effect on CHC AC Financial or AC Bank. (2) As used in this Agreement, the term “Material Adverse Effect” means (a) with respect to AC Financial, AC Bank or any of their respective Subsidiaries, any event, development, change or effect that (x) is material and City Nationaladverse to the business, results of operations or financial condition of AC Financial and its Subsidiaries, taken as a whole or (y) prevents, materially delays or inhibits, or would be reasonably likely to prevent, materially delay or inhibit, AC Financial or AC Bank from consummating the transactions contemplated hereby, including the Company Merger and the Subsidiary Merger, and (b) with respect to Bond Street or FCB, any event, development, change or effect that prevents or materially delays or inhibits, or would be reasonably likely to prevent or materially delay or inhibit, Bond Street or FCB from consummating the transactions contemplated hereby, including, the Company Merger and the Subsidiary Merger; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect resulting from or attributable to (i) this Agreement (including the announcement thereof) or the transactions contemplated hereby, (ii) expenses and costs incurred in connection with the transactions contemplated hereby as permitted hereunder, (iii) changes in laws and regulations affecting banks or thrift institutions or their holding companies generally, or interpretations thereof by courts or governmental agencies, (iv) changes in GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, and (v) actions or omissions of AC Financial (or any of its Subsidiaries) or Bond Street (or any of its Subsidiaries) taken with the prior written consent of the other party or otherwise specifically permitted by this Agreement, provided, in respect of clauses (iii), (iv) and (v), that such Person and its Subsidiaries, taken as a whole, are not adversely affected by such changes, actions or omissions, as applicable, disproportionately to their competitors.

Authorization and No Default. CHC(1) Virginia Bancorp’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC Virginia Bancorp of its obligations hereunder. City National’s Virginia Savings’ Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf by its duly authorized officers and the performance by City National Virginia Savings of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles of incorporation, articles of association charter or bylaws of CHC Virginia Bancorp or City NationalVirginia Savings, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC or City National, as applicable, either is bound or subject, subject (other than agreements which is material to CHC and City National taken as a whole or to can be terminated under circumstances requiring only monetary payments of less than $50,000 in the Company Merger or the Subsidiary Merger aggregate) would prohibit CHC either Virginia Bancorp or City NationalVirginia Savings, as applicable, from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC Virginia Bancorp and City National Virginia Savings and constitutes a legal, valid and binding obligation of CHC and City Nationaleach, enforceable against CHC and City National each in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC or City NationalVirginia Bancorp (except for approval by Virginia Bancorp’s and Virginia Savings’ shareholders) to authorize the execution, as applicabledelivery and performance of this Agreement and the Subsidiary Merger Agreement. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Commission”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC Virginia Bancorp or the Subsidiary Merger by City NationalVirginia Savings. CHC Except as disclosed in its Disclosure Schedule, Virginia Bancorp and City National Virginia Savings are neither in default under under, nor in violation of of, any provision of their its articles of incorporation or articles of association incorporation, charter or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on Virginia Bancorp, taken as a whole. (2) For purposes of this Agreement, “Material Adverse Effect” means with respect to CHC or Virginia Bancorp, any event, change, circumstance, effect or occurrence which, individually or together with any other event, change, circumstance, effect or occurrence, (i) is both material and adverse to the financial position, results of operation or business of CHC and City National, taken as a whole, or Virginia Bancorp and Virginia Savings, taken as a whole, respectively, or (ii) would materially impair the ability of either CHC or Virginia Bancorp to perform its obligations under this Agreement or otherwise materially impede the consummation of the Company Merger, the Subsidiary Merger and the other transactions contemplated by this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the following: (A) the effects of any change attributable to or resulting from changes in laws, regulations or interpretations of those laws or regulations by courts or governmental authorities applicable generally to banks or bank holding companies; (B) changes in regulatory accounting principles or GAAP applicable to banks or bank holding companies generally, except to the extent any such change affects Virginia Bancorp or Virginia Savings or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally; (C) changes in economic conditions affecting financial institutions generally, including changes in credit availability and liquidity, and price levels or trading volumes in securities markets except to the extent that such changes have a disproportionate impact on CHC, City National, or Virginia Bancorp or Virginia Savings, as the case may be, relative to the overall effects on the banking industry; (D) changes in general levels of interest rates (including the impact on the parties’ securities portfolios) provided that any such change shall not affect Virginia Bancorp or Virginia Savings or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally, and provided further that any such change shall not have a materially adverse effect on the credit quality of Virginia Savings’ or City National’s assets, respectively; (E) reasonable and customary expenses incurred in connection with the Company Merger and all expenses related to any employment, change in control or severance contract and benefit or retirement plan disclosed on the Disclosure Schedule; (F) charges required under Section 6.11 hereof; (G) actions or omissions of either CHC or Virginia Bancorp or any of their subsidiaries, taken with the prior written consent of the other party in contemplation of the transactions contemplated by this Agreement; (H) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of the parties and their respective subsidiaries; and (I) the occurrence of any military or terrorist attack within the United States or on any of its possessions or offices, or any earthquakes, hurricanes, tornados or other natural disasters.

Authorization and No Default. CHC’s MFC's Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC MFC of its obligations hereunder. City National’s Montgomery's Board of Directors has, by all appropriate action, approved this Agreementapprxxxx xxxx Xgreement, the Subsidiary Merger Agreement Exhibit B, and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement Exhibit B on its behalf by its duly authorized officers and the performance by City National Montgomery of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles Exhibit B. Nothinx xx xxx xrticles of incorporation, articles of association charter or bylaws of CHC MFC or City NationalMontgomery, as amended, as applicable, or any other agreement, instrument, decree, proceedingxxxxxxxxng, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC MFC or City National, as applicable, is Montgomery or any of its Subsidiaries are bound or subject, subject which is material to CHC matxxxxx xx MFC and City National its Subsidiaries taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit CHC or City National, as applicable, inhibit MFC or Montgomery from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Xxxxxxxxxx Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC MFC and City National Montgomery and constitutes a legal, valid and binding obligation of CHC and City NationalMFC xxx Xxxxxomery, enforceable against CHC MFC and City National Montgomery in accordance with its termsxxx xxxxx, except as such enforcement may be limited xxx xx ximited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ ' rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC MFC or City NationalMontgomery (except for approvals by their respective shareholders) tx xxxxxxxxe the execution, as applicable. delivery and performance of this Agreement and Exhibit B. Except for the requisite approval approvals of and notice to, the OCC and any required notice or application to the Commission and the Federal ReserveOTS, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC MFC or the Subsidiary Merger by City NationalMontgomery. CHC MFC and City National its Subsidiaries are neither in default under nor in violation xxxxxxxxx of any provision of their articles of incorporation or articles of association or charter, bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on CHC MFC and City Nationalits Subsidiaries, taken as a whole. For purposes of this Agreement, "Material Adverse Effect" means with respect to UCB or MFC, any effect that (1) is both material and adverse to the financial position, results of operation or business of UCB and its Subsidiaries taken as a whole, or MFC and its Subsidiaries taken as a whole, respectively, other than (A) the effects of any change attributable to or resulting from changes in economic conditions, laws, regulations or accounting guidelines (generally accepted accounting principles or otherwise) applicable to depository institutions generally, or in general levels of interest rates, (B) payments associated with the Company Merger or the Subsidiary Merger, (C) charges required under Section 6.12 hereof, or (D) actions or omissions of either UCB or MFC, or any of their Subsidiaries, taken with the prior informed written consent of the other party in contemplation of the transactions contemplated by this Agreement; or (2) would materially impair the ability of either UCB or MFC to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Company Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement.

Authorization and No Default. CHC’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC of its obligations hereunder. City National’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf by its duly authorized officers and the performance by City National of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles of incorporation, articles of association or bylaws of CHC or City National, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC or City National, as applicable, is bound or subject, which is material to CHC and City National taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit CHC or City National, as applicable, from consummating this Agreement or the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC and City National and constitutes a legal, valid and binding obligation of CHC and City National, enforceable against CHC and City National in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC or City National, as applicable, except for the approval by the sole shareholder of City National to authorize the execution, delivery and performance of this Agreement and the Subsidiary Merger Agreement. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Commission and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC or the Subsidiary Merger by City National. CHC and City National are neither in default under nor in violation of any provision of their articles of incorporation or articles of association or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on CHC and City National, taken as a whole.

Authorization and No Default. CHCBond Street’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC Bond Street as the sole shareholder of City National) FCB), and authorized the execution of this Agreement on its behalf of Bond Street by its duly authorized officers and the performance by CHC Bond Street of its obligations hereunder. City NationalFCB’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf of FCB by its duly authorized officers and the performance by City National FCB of its obligations hereunder and under the Subsidiary Merger Agreement. Nothing in the articles certificate of incorporation, articles of association or bylaws of CHC Bond Street or City NationalFCB, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC Bond Street or City NationalFCB, as applicable, is bound or subject, which is material to CHC and City National taken as a whole or to the Company Merger or the Subsidiary Merger subject would prohibit CHC Bond Street or City NationalFCB, as applicable, from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC Bond Street and City National FCB and constitutes a legal, valid and binding obligation of CHC Bond Street and City NationalFCB, enforceable against CHC Bond Street and City National FCB in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC Bond Street or City NationalFCB, as applicable, to authorize the execution, delivery and performance of this Agreement and the Subsidiary Merger Agreement. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Commission and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC Bond Street or the Subsidiary Merger by City NationalFCB. CHC Bond Street and City National FCB are neither in default under under, nor in violation of of, any provision of their articles respective certificate of incorporation or articles of association or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will could not individually or in the aggregate have a Material Adverse Effect on CHC and City Nationalthe ability of Bond Street or FCB to consummate the Company Merger or the Subsidiary Merger, taken as a wholeapplicable.

Authorization and No Default. CHC’s UCB's Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC UCB of its obligations hereunder. City National’s Union Federal's Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement Exhibit B, and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement Exhibit B on its behalf by its duly authorized officers and the performance by City National Union Federal of its obligations hereunder and under the Subsidiary Merger Agreement. Exhibit B. Nothing in the articles of incorporation, articles of association charter or bylaws of CHC UCB or City NationalUnion Federal, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC UCB or City National, as applicable, is Union Federal or any of its Subsidiaries are bound or subject, subject which is material to CHC UCB and City National its Subsidiaries taken as a whole or to the Company Merger or the Subsidiary Merger would prohibit CHC or City National, as applicable, inhibit UCB or Union Federal from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC UCB and City National Union Federal and constitutes a legal, valid and binding obligation of CHC UCB and City NationalUnion Federal, enforceable against CHC UCB and City National Union Federal in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ ' rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC UCB or City NationalUnion Federal (except for approvals by their respective shareholders) to authorize the execution, as applicable. delivery and performance of this Agreement and Exhibit B. Except for the requisite approval approvals of and notice to, the OCC and any required notice or application to the Commission and the Federal ReserveOTS, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC UCB or the Subsidiary Merger by City NationalUnion Federal. CHC UCB and City National its Subsidiaries are neither in default under nor in violation of any provision of their articles of incorporation or articles of association or charter, bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on CHC UCB and City Nationalits Subsidiaries, taken as a whole.

Authorization and No Default. CHCCBI’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC CBI of its obligations hereunder. City NationalClassic’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement Exhibit B, and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement Exhibit B on its behalf by its duly authorized officers and the performance by City National Classic of its obligations hereunder and under the Subsidiary Merger Agreement. Exhibit B. Nothing in the articles certificate of incorporation, articles of association incorporation, or bylaws of CHC CBI or City NationalClassic, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CHC CBI or City National, as applicable, is Classic are bound or subject, subject (other than agreements which is material to CHC and City National taken as a whole or to can be terminated under circumstances requiring only monetary payments of less than $50,000 in the Company Merger or the Subsidiary Merger aggregate) which would prohibit CHC CBI or City National, as applicable, Classic from consummating this Agreement or Agreement, the Company Merger or the Subsidiary Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CHC CBI and City National Classic and constitutes a legal, valid and binding obligation of CHC CBI and City NationalClassic, enforceable against CHC CBI and City National Classic in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by CHC CBI or City NationalClassic (except for approval by CBI’s shareholders and the sole shareholder of Classic) to authorize the execution, as applicable. delivery and performance of this Agreement and Exhibit B. Except for the requisite approval of and notice to, the OCC and any required notice or application to the Commission DFI and the Federal Reserve, no notice to, filing with, or authorization by, or consent or approval of, any federal or state bank regulatory authority is necessary for the execution of this Agreement or consummation of the Company Merger by CHC CBI or the Subsidiary Merger by City NationalClassic. CHC Except as disclosed in the Disclosure Schedule, CBI and City National Classic are neither in default under under, nor in violation of of, any provision of their certificate of incorporation, articles of incorporation or articles of association incorporation, or bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other commitment or any other agreement, except for defaults and violations which will not have a Material Adverse Effect on CBI and Classic, taken as a whole. For purposes of this Agreement, “Material Adverse Effect” means with respect to CHC or CBI, any event, change, circumstance, or occurrence which, individually or together with any other event, change, circumstance or occurrence, (1) is both material and adverse to the assets (including intangible assets), financial position, results of operation or business of CHC and City National, taken as a whole, or CBI and Classic, taken as a whole, respectively, other than (A) the effects of any change attributable to or resulting from changes in laws, regulations or interpretations of those laws or regulations by courts or governmental authorities applicable generally to banks or bank holding companies, (B) changes in regulatory accounting principles or generally accepted accounting principles applicable to banks or bank holding companies generally, except to the extent any such change affects CBI or Classic or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally, or (C) changes in general levels of interest rates (including the impact on the parties’ securities portfolios) provided that any such change shall not affect CBI or Classic or CHC or City National, respectively, to a materially greater extent than banks or bank holding companies generally and provided further that any such change shall not have a materially adverse effect on the credit quality of Classic’s or City National’s assets, respectively (D) reasonable and customary expenses incurred in connection with the Company Merger or the Subsidiary Merger and all expenses related to any employment or severance contract and benefit or retirement plan disclosed on the Disclosure Schedule, (E) charges required under Section 6.12 hereof, (F) actions or omissions of either CHC or CBI or any of their subsidiaries, taken with the prior written consent of the other party in contemplation of the transactions contemplated by this Agreement; or (G) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of the parties and their respective subsidiaries, and (H) the occurrence of any military or terrorist attack within the United States or on any of its possessions or offices, or (2) would materially impair the ability of either CHC or CBI to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Company Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement.