Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in Section 2.14 of the Disclosure Schedule, (i) L & B and its subsidiaries have good, indefeasible and insurable title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet due and liens, charges or encumbrances reflected in the L & B Financial Statements and easements, rights-of-way, and other restrictions which are not adversely material to the use of the property by L & B or its subsidiary and further excepting in the case of Other Real Estate Owned ("O.R.E.O."), as such real estate is internally classified on the books of L & B or its subsidiaries, rights of redemption under applicable law) to all of their real properties; (ii) all leasehold interests for real property and any material personal property used by L & B and its subsidiaries in their respective businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) 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 L & B, threatened with respect to such properties; (iv) 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 L & B or its subsidiaries in their respective businesses, free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use of such property; and (v) all material 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 its subsidiaries are insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with financial institutions of similar size.

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in Section 2.14 of the Disclosure Schedule, (i) L & B Heartland and its subsidiaries have goodmarketable title, indefeasible and insurable titleat standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet due payable and liens, charges or encumbrances reflected in the L & B Heartland Financial Statements and easements, rights-rights- of-way, and other restrictions which are and imperfections not adversely material to the use of the property by L & B or its subsidiary in nature, and further excepting in the case of Other Real Estate Owned ("O.R.E.O."), as such real estate is internally classified on the books of L & B Heartland or 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 L & B Heartland and its subsidiaries in their respective businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; , (iii) 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 L & BHeartland, threatened with respect to such properties; , (iv) L & B Heartland and its subsidiaries have valid title or other ownership or license rights under licenses to all material intangible personal or intellectual property used by L & B or necessary to conduct the business and operations of Heartland and its subsidiaries in their respective businessesas presently conducted, free and clear of any claim, defense or right of any other person or entity which is material to such propertyentity, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use of such property; and , (v) all material real insurable properties owned, owned or held or operated by L & B or Heartland and its subsidiaries are adequately insured by the title financially sound and reputable insurers listed on Section 2.14 of the Disclosure Schedule, and all material properties owned by L & B or its subsidiaries are insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with financial institutions 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 Heartland or any of its subsidiaries under such policies, and (vi) all tangible properties used in the businesses of Heartland 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 Heartland and its subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in Section 2.14 of the Disclosure Schedule, (i) L & B Landmark and its subsidiaries have goodmarketable title, indefeasible and insurable titleat standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet due payable and liens, charges or encumbrances reflected in the L & B Landmark Financial Statements and easements, rights-of-way, and other restrictions which are and imperfections not adversely material to the use of the property by L & B or its subsidiary in nature, and further excepting in the case of Other Real Estate Owned ("O.R.E.O."), as such real estate is internally classified on the books of L & B Landmark or 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 L & B Landmark and its subsidiaries in their respective businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; , (iii) 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 L & BLandmark, threatened with respect to such properties; , (iv) L & B Landmark and its subsidiaries have valid title or other ownership or license rights under licenses to all material intangible personal or intellectual property used by L & B or necessary to conduct the business and operations of Landmark and its subsidiaries in their respective businessesas presently conducted, free and clear of any claim, defense or right of any other person or entity which is material to such propertyentity, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use of such property; and , (v) all material real insurable properties owned, owned or held or operated by L & B or Landmark and its subsidiaries are adequately insured by the title financially sound and reputable insurers listed on Section 2.14 of the Disclosure Schedule, and all material properties owned by L & B or its subsidiaries are insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with financial institutions 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 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 and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in Section 2.14 of the Disclosure Schedule, (i) L & B Heartland and its subsidiaries have goodmarketable title, indefeasible and insurable titleat standard rates, free and clear of all liens, charges and encumbrances (except taxes Taxes which are a lien but not yet due payable and liens, charges or encumbrances reflected in the L & B Heartland Financial Statements and easements, rights-of-way, and other restrictions which are and imperfections not adversely material to the use of the property by L & B or its subsidiary in nature, and further excepting in the case of Other Real Estate Owned ("O.R.E.O."), as such real estate is internally classified on the books of L & B Heartland or 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 L & B Heartland and its subsidiaries in their respective businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; , (iii) 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 L & BHeartland, threatened with respect to such properties; , (iv) L & B Heartland and its subsidiaries have valid title or other ownership or license rights under licenses to all material intangible personal or intellectual property used by L & B or necessary to conduct the business and operations of Heartland and its subsidiaries in their respective businessesas presently conducted, free and clear of any claim, defense or right of any other person or entity which is material to such propertyentity, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not materially adversely interfere with the use of such property; and , (v) all material real insurable properties owned, owned or held or operated by L & B or Heartland and its subsidiaries are adequately insured by the title financially sound and reputable insurers listed on Section 2.14 of the Disclosure Schedule, and all material properties owned by L & B or its subsidiaries are insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with financial institutions 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 Heartland or any of its subsidiaries under such policies, and (vi) all tangible properties used in the businesses of Heartland 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 Heartland and its subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.

Title to Properties; Insurance. Except as may be disclosed ------------ ------------------------------ in Section 2.14 of the Disclosure Schedule, (i) L & B MFC and its subsidiaries Subsidiaries have good, indefeasible and insurable marketable title, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet due payable and liens, charges or encumbrances reflected in the L & B MFC Financial Statements and easements, rights-of-way, and other restrictions which are do not adversely material to the use of the property by L & B or have a Material Adverse Effect on MFC and its subsidiary Subsidiaries, taken as a whole, and further excepting in the case of Other Real Estate Owned other real estate owned ("O.R.E.O.OREO"), as such real estate is internally classified on the books of L & B MFC or its subsidiariesSubsidiaries, 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 L & B MFC and its subsidiaries Subsidiaries in their respective businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms; (iii) to our knowledge, 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 L & BMFC, threatened with respect to such properties; and (iv) L & B MFC and its subsidiaries Subsidiaries have valid title or other ownership or license rights under licenses to all material intangible personal or intellectual property used by L & B MFC or its subsidiaries Subsidiaries in their respective businesses, free and clear of any claim, defense or right of any other person or entity which is material to such property, subject only to rights of the licensors pursuant to applicable license agreementsagreements 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 MFC and (v) all material real properties owned, held or operated by L & B or its subsidiaries Subsidiaries are adequately insured by the title financially sound and reputable insurers listed on Section 2.14 of the Disclosure Schedule, and all material properties owned by L & B or its subsidiaries are insured, in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with financial institutions thrift holding companies of similar size. The Disclosure Schedule sets forth, for each policy of insurance maintained by MFC and its Subsidiaries, the amount and type of insurance, the name of the insurer and the amount of the annual premium.