Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. Except as may be disclosed in its Disclosure Schedule, (i) CHC and City National have good and marketable title, free and clear of all liens, charges and encumbrances (except taxes that are a lien but not yet payable and liens, charges or encumbrances reflected in the CHC’s Financial Statements and easements, rights-of-way and other restrictions that do not have a Material Adverse Effect on CHC and City National, taken as a whole, and further excepting in the case of other real estate owned, as such real estate is internally classified on the books of CHC or City National, rights of redemption under applicable law) to all of their owned real properties; (ii) all leasehold interests for real property and any material personal property used by CHC or City National in its businesses are held pursuant to lease agreements that are valid and enforceable in accordance with their terms; (iii) to the Knowledge of CHC and City National, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the Knowledge of CHC or City National, threatened with respect to such properties; and (iv) CHC or City National has valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by CHC or City National in their businesses, free and clear of any claim, defense or right of any other person or entity that is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licensees, which rights do not materially adversely interfere with the use of such property. All material insurable properties owned or held by CHC and City National are adequately insured by reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance in an amount reasonably considered by management to be appropriate for the operations of CHC and City National.

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in its Section 2.14 of the Disclosure Schedule, (i) CHC L & B and City National its subsidiaries have good good, indefeasible and marketable insurable title, free and clear of all liens, charges and encumbrances (except taxes that which are a lien but not yet payable due and liens, charges or encumbrances reflected in the CHC’s L & B Financial Statements and easements, rights-of-way way, and other restrictions that do which are not have a Material Adverse Effect on CHC and City National, taken as a whole, adversely material to the use of the property by L & B or its subsidiary and further excepting in the case of other real estate ownedOther Real Estate Owned ("O.R.E.O."), as such real estate is internally classified on the books of CHC L & B or City Nationalits subsidiaries, rights of redemption under applicable law) to all of their owned real properties; (ii) all leasehold interests for real property and any material personal property used by CHC or City National L & B and its subsidiaries in its their respective businesses are held pursuant to lease agreements that which are valid and enforceable in accordance with their terms; (iii) to the Knowledge of CHC and City National, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the Knowledge knowledge of CHC or City NationalL & B, threatened with respect to such properties; and (iv) CHC or City National has L & B and its subsidiaries have valid title or other ownership or license rights under licenses to all material intangible personal or intellectual property used by CHC L & B or City National its subsidiaries in their respective businesses, free and clear of any claim, defense or right of any other person or entity that which is material to such property, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use of such property. All ; and (v) all material insurable real properties owned, held or operated by L & B or its subsidiaries are insured by the title insurers listed on Section 2.14 of the Disclosure Schedule, and all material properties owned by L & B or held by CHC and City National its subsidiaries are adequately insured by reputable insurers insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance in an amount reasonably considered by management to be appropriate for the operations insurance, as is customary with financial institutions of CHC and City Nationalsimilar size.

Title to Properties; Insurance. Except as may be disclosed in its Disclosure Schedule, (i) CHC Landmark and City National its subsidiaries have good and marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes that Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the CHC’s Landmark Financial Statements and easements, rights-of-way way, and other restrictions that do and imperfections not have a Material Adverse Effect on CHC and City National, taken as a wholematerial in nature, and further excepting in the case of other real estate owned, Other Real Estate Owned (as such real estate is internally classified on the books of CHC Landmark or City National, its subsidiaries) rights of redemption under applicable law) to all of their owned real properties; , (ii) all leasehold interests for real property and any material personal property used by CHC or City National Landmark and its subsidiaries in its their businesses are held pursuant to lease agreements that which are valid and enforceable in accordance with their terms; , (iii) to the Knowledge of CHC and City National, all such properties comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the Knowledge knowledge of CHC or City NationalLandmark, threatened with respect to such properties; and , (iv) CHC or City National has Landmark and its subsidiaries have valid title or other ownership rights under licenses to all material intangible personal or intellectual property used by CHC or City National in their businessesnecessary to conduct the business and operations of Landmark and its subsidiaries as presently conducted, free and clear of any claim, defense or right of any other person or entity that is material to such propertyentity, subject only to rights of the licensors pursuant to applicable license agreements and, in the case of non-exclusive licenses, of other licenseesagreements, which rights do not materially adversely interfere with the use of such property. All material , (v) all insurable properties owned or held by CHC Landmark and City National its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Landmark or any of its subsidiaries under such policies, and (vi) all tangible properties used in an the businesses of Landmark and its subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the ordinary course of business consistent with past practices. Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Landmark and its subsidiaries, the amount reasonably considered by management to be appropriate for and type of insurance, the operations name of CHC the insurer and City Nationalthe amount of the annual premium.