Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. Each of Crane and the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser and the consummation by them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the Purchaser. This Agreement has been duly executed and delivered by Crane and the Purchaser and constitutes a valid and binding obligation of each of Crane and the Purchaser, enforceable against Crane and the Purchaser in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane or the Purchaser or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane or the Purchaser or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.

Authority; Noncontravention. Each of Crane and the Purchaser The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of its shareholders as set forth in Section 5.3 (the "Company Shareholder Approval"), the Company and each of the Company Subsidiaries has all requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject to the Company Shareholder Approval. This Agreement has been duly executed and delivered by Crane the Company and, assuming this Agreement constitutes the valid and the Purchaser and binding agreement of FNF, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser it in accordance with its terms except as limited by (i) terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' rights generally and (ii) subject to the effect of general principles of equity. Except as disclosed in Section 3.2(c) of the Company Disclosure Schedule, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, (i) conflict with any of the provisions of the Company Charter or the Company By-laws, (ii) subject to the matters referred to in the next sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, require the consent of any person under, or result in the creation of any Lien upon on any property or asset of the properties Company or assets of Crane or the Purchaser any Company Subsidiary under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concessionfranchise, franchise license or license applicable other instrument or undertaking to Crane which the Company or any of the Purchaser Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following next sentence, contravene any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Crane the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate aggregate, would not (x) reasonably be expected to have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementEffect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to Crane the Company or any of the Purchaser Company Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane the Company or any Company Subsidiary, as the Purchaser case may be, of any of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form forms under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; ") with respect to the Merger, (2ii) the approvals, filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 3.2(c)(i) of the Company Disclosure Schedule, (iii) the filing with the SEC of the Offer Documents and such reports and other filings under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the Stock Option Agreement or filing with the Shareholder Agreements; SEC of the Form S-4 and the Proxy Statement relating to the matters referred to in the first and second sentences of Section 5.3, (3v) the filing of the Articles certificate of Merger merger with the Pennsylvania Delaware Secretary of State and the Georgia Secretary of State, and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4vi) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, ordersauthorizations, filings or notices as are set forth in Section 3.2(c)(ii) of the Company Disclosure Schedule and (vii) such other consents, approvals, authorizations, registrationsdeclarations, declarations and filings or notices the failure to obtain or make or obtain which which, in the aggregate, would not have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectEffect.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of Crane the Company, subject to approval of the Merger and the Purchaseradoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its Significant Subsidiaries under, (i) the Certificate or Articles of Incorporation Charter or By-laws Laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) materially impair the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its Significant Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this AgreementTransactions, except for (1i) the filing of a premerger notification and report form by the Company under the HSR Act; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (2xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Offer Documents Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's stockholders of the Merger and this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreementthe Operative Agreements and the Transactions, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles of Merger with the Pennsylvania Secretary of State SDAT and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) all necessary consents and approvals from each of the Customs Service Bureau and Bureau of Alcohol, Tobacco and Firearms applicable to the Merger and (v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Significant Subsidiaries conducts any business or owns any property or assets, the failure to obtain or make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectEffect.

Authority; Noncontravention. Each of Crane and Subsidiary has the Purchaser has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Crane and the Purchaser Subsidiary and the consummation by them Subsidiary of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserSubsidiary. This Agreement has been duly executed and delivered by Crane and the Purchaser Subsidiary and constitutes a valid and binding obligation of each of Crane and the PurchaserSubsidiary, enforceable against Crane and the Purchaser Subsidiary in accordance with its terms except as limited by (i) applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of relating to or affecting creditors’ rights generally, and general application affecting enforcement of creditors' rights generally and equitable principles (ii) general principles of equity, regardless of whether asserted considered in a proceeding in equity or at law). The execution execution, delivery and delivery performance of this Agreement by Subsidiary do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of Crane or the Purchaser Subsidiary under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane or the PurchaserSubsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Subsidiary or the Purchaser or their respective its properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane Subsidiary or the Purchaser or their respective its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order order, action or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Authority Authority”), is required by or with respect to Crane or the Purchaser Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by Crane or the Purchaser Subsidiary or the consummation by Crane or the Purchaser Subsidiary of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3i) the filing of the Articles Certificate of Merger and other appropriate documents, if any, with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which Subsidiary is qualified to do business, and (4ii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, could not be reasonably expected to prevent or delay in any material respect the failure to make consummation of the transactions contemplated by this Agreement or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform otherwise prevent Subsidiary from performing its obligations under this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms. Except for the Company's credit facility and except as limited by (i) applicable bankruptcydisclosed in Section 4.4 of the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of 'put', with respect to any obligation or to (b) the loss of a material benefit under, or result in other right or (c) the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its Subsidiaries under, (i) the Certificate or Articles of Incorporation Incorporation, as amended, or By-laws laws, as amended, of Crane the Company or the Purchasercomparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiarieswith respect to the Company or would not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would if not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.9

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the approval of its stockholders as set forth in Section 6.1(a) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 6.1(a). This Agreement has been duly executed and delivered by Crane the Company and, assuming that this Agreement constitutes the valid and the Purchaser and binding agreement of Conseco, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms, except as that the enforcement thereof may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' now or hereafter in effect relating to creditor's rights generally and (iib) general principles of equity, equity (regardless of whether asserted enforceability is considered in a proceeding at law or in equity or at lawequity). The Except as disclosed in Section 2.3 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 7 consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, (i) conflict with any of the provisions of the Certificate of Incorporation or Bylaws of the Company or the comparable documents of any subsidiary of the Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of Crane or the Purchaser person under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to Crane which the Company or any of its subsidiaries is a party or by which the Purchaser Company or any of its subsidiaries or any of their respective properties assets is bound or assets affected, (iii) give rise to any rights under the Rights Agreement or entitle any holder of rights under the Rights Agreement to exercise such rights or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane or the Purchaser or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any state or of the transactions contemplated by this AgreementUnited States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any governmental agency or regulatory authority (a "Governmental Authority Entity") which has not been received or made, is required to be made by the Company or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger notification and report form forms under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), with respect to the Merger, (2ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Disclosure Schedule, (iii) the filing with the SEC of (x) a proxy statement relating to the Offer Documents approval by the stockholders of the Company of the Merger (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iv) the filing of the Articles certificate of Merger merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations filings or notices as are set forth in Section 2.3 of the Disclosure Schedule and (vi) any applicable filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectstate anti-takeover laws.

Authority; Noncontravention. Each of Crane and the Purchaser (i) UNUM has all requisite corporate power and authority to enter into this Agreement, the Option Agreements and the Stockholders Agreement and and, subject to receipt of the UNUM Stockholder Approval (as defined in Section 3.02(n)), to consummate the transactions contemplated by this Agreement, the Option Agreements and the Stockholders Agreement. The execution and delivery of this Agreement, the Option Agreements and the Stockholders Agreement by Crane and the Purchaser UNUM and the consummation by them of the transactions contemplated by this Agreement, the Option Agreements and the Stockholders Agreement have been duly authorized by all necessary corporate action on the part of Crane UNUM, subject to receipt of the UNUM Stockholder Approval in the case of this Agreement. This Agreement, the Option Agreements and the Purchaser. This Stockholders Agreement has have been duly executed and delivered by Crane UNUM, and, assuming the due execution and delivery of each such agreement by the Purchaser and counterparties thereto, each such agreement constitutes a valid and binding obligation of each of Crane and the PurchaserUNUM as to obligations therein, enforceable against Crane and the Purchaser UNUM in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement, the Option Agreements and the Stockholders Agreement do not, and the consummation of the transactions contemplated by this Agreement, the Option Agreements and the Stockholders Agreement and compliance with the provisions of this Agreement, the Option Agreements and the Stockholders Agreement by Crane and the Purchaser UNUM will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of Crane UNUM or the Purchaser any of its subsidiaries under, (iA) the Certificate or Articles of Incorporation or By-laws of Crane UNUM or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane UNUM or the Purchaser any of its subsidiaries or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane UNUM or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC), any such conflicts, violations, defaults, obligations, losses, rights, losses liens, judgments, orders, decrees, statutes, laws, ordinances, rules or Liens that regulations that, individually or in the aggregate would aggregate, are not (x) reasonably likely to have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementUNUM. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to Crane UNUM or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement, the Option Agreements and the Stockholders Agreement by Crane or the Purchaser UNUM or the consummation by Crane or the Purchaser UNUM of any of the transactions contemplated by this Agreement, the Option Agreements or the Stockholders Agreement, except for (1A) the filing of a premerger notification and report form by UNUM under the HSR Act; (2B) the filing with the SEC of (x) the Offer Documents Joint Proxy Statement relating to the UNUM Stockholders Meeting and (y) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreements, the Stockholders Agreement or and the Shareholder Agreementstransactions contemplated hereby and thereby; (3C) the filing of the Articles of Merger with the Pennsylvania Delaware Secretary of State of (x) an amendment to the Amended and Restated Certificate of Incorporation of Provident to effect the Reverse Stock Split immediately prior to the occurrence of the Effective Time and (y) the Certificate of Merger, and the filing of appropriate documents with the relevant authorities of other statesstates in which UNUM is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (4D) such the State Insurance Approvals; (E) filings with and consents as may be approvals of the Insurance Directorate of the Treasury of the United Kingdom (the "UK Insurance Approval"), and filings or other approvals, if any, required by any Japanese Governmental Entity (the "Japanese Insurance Approval, and together with the UK Insurance Approval and the Designated State Insurance Approvals, the "Designated Insurance Approvals"); (F) notification under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; Competition Act (Canada) and other relevant Canadian approvals and (5G) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain which would obtained, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectUNUM.

Authority; Noncontravention. Each of Crane and the Purchaser MS has all requisite corporate power and authority to enter into this Agreement and and, subject to the MS Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement. MS has all requisite corporate power and authority to enter into the Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by Crane and the Purchaser Option Agreements by MS and the consummation by them MS of the transactions contemplated by this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of Crane and MS, subject, in the Purchasercase of the Merger, to the MS Stockholder Approval. This Agreement has and the Option Agreements have been duly executed and delivered by Crane MS and, assuming the due authorization, execution and delivery by each of the Purchaser and constitutes a other parties thereto, constitute legal, valid and binding obligation obligations of each of Crane and the PurchaserMS, enforceable against Crane and the Purchaser MS in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawtheir terms. The execution and delivery of this Agreement and the Option Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreements and compliance with the provisions of this Agreement by Crane and the Purchaser Option Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane MS or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane MS or the Purchasercomparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane MS or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane MS or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.MS or

Authority; Noncontravention. Each of Crane Buyer and the Purchaser MergerCo has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane each of Buyer and the Purchaser MergerCo and the consummation by them each of Buyer and MergerCo of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane each of Buyer and the PurchaserMergerCo. This Agreement has been duly executed and delivered by Crane and the Purchaser and constitutes a valid and binding obligation of each of Crane Buyer and the PurchaserMergerCo, enforceable against Crane and the Purchaser each of them in accordance with its terms except subject, as limited by (i) applicable to enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general application relating to or affecting enforcement of creditors' rights generally and (ii) to general principles of equity. Except as disclosed on Section 5.4 of the Disclosure Schedule, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" with respect to any obligation or to (b) the loss of a material benefit underbenefit, or result in other right or the creation of any Lien upon any of the properties or assets of Crane either Buyer or the Purchaser MergerCo under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane either Buyer or the PurchaserMergerCo, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane either Buyer or the Purchaser MergerCo or their respective its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane either Buyer or the Purchaser MergerCo or their respective its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on Crane and its Subsidiarieswith respect to either Buyer or either Buyer or MergerCo or could not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of MergerCo to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority Entity or any other person under any agreement, indenture or other instrument to which Buyer or MergerCo is a party or to which any of its properties is subject, is required by or with respect to Crane either Buyer or the Purchaser MergerCo in connection with the execution and delivery of this Agreement by Crane either Buyer or the Purchaser MergerCo or the consummation by Crane or the Purchaser Buyer and MergerCo of any of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger pre-merger notification and report form under the HSR Act; , (2ii) the filing with the SEC of (y) the Offer Documents and the Proxy Statement and (z) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this AgreementAgreement and the transactions contemplated hereby, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the Commonwealth of Massachusetts and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as may be required under the failure to make "takeover" or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability "blue sky" laws of Crane or the Purchaser to perform its obligations under this Agreement in any material respectvarious states.

Authority; Noncontravention. Each of Crane and Consumers has the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by Crane and the Purchaser Consumers and the consummation by them Consumers of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and Consumers, subject, in the Purchasercase of the Merger, to the approval of its shareholders as set forth in Section 4.2. This Agreement has been duly executed and delivered by Crane Consumers and, assuming this Agreement has been duly executed and the Purchaser delivered by PSC and Acquisition, constitutes a valid and binding obligation of each of Crane and the PurchaserConsumers, enforceable against Crane and the Purchaser Consumers in accordance with its terms terms, except as that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' now or hereafter in effect relating to creditor's rights generally and (ii) by general principles of equity, equity (regardless of whether asserted enforceability is considered in a proceeding at law or in equity or at lawequity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, (i) conflict with any of the provisions of the Articles of Incorporation or Bylaws of Consumers or the comparable documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of Crane or the Purchaser person under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to Crane which Consumers or the Purchaser any of its subsidiaries is a party or by which Consumers or any of its subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane of any state or of the Purchaser United States or their respective properties any political subdivision thereof or assetstherein, other thanor any order, writ, judgment, injunction, decree, determination or award currently in effect, subject, in the case of clauses (ii) and (iii), any such to those conflicts, violationsbreaches, defaultsdefaults and similar matters, rightswhich, losses or Liens that individually or in the aggregate aggregate, would not (x) have a Material Adverse Effect on Crane nor materially and its Subsidiaries, taken as a whole, (y) impair the adversely affect Consumers' ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of consummate the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any governmental agency or regulatory body, utility regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Authority Entity") which has not been received or made, is required by or with respect to Crane or the Purchaser Consumers in connection with the execution and delivery of this Agreement by Crane or the Purchaser Consumers or the consummation by Crane or the Purchaser it of any of the transactions contemplated by this Agreementhereby, except for (1a) the filing of a premerger notification and report form forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), with respect to the Merger, (2b) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement relating to the approval by the shareholders of Consumers and PSC of the Offer Documents Merger and such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3c) the filing of the Articles articles of Merger merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; states in which Consumers is qualified to do business, and (4d) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings or notices as are set forth in Section 2.4 of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate -------------------------- power and authority to enter into execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and approval of the Merger by the Members, to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Crane the Company and the Purchaser Members and the consummation by them the Company and the Members of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane the Company and no other corporate proceedings on the Purchaserpart of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in each case, to the approval and adoption of this Agreement and approval of the Merger by the Company's Members. This Agreement has been duly executed and delivered by Crane the Company and the Purchaser Members and constitutes a valid and binding obligation of each of Crane the Company and the PurchaserMembers, enforceable against Crane and the Purchaser them in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and subject to the approval and adoption of this Agreement and approval of the Merger by the Company's Members as required in connection with this Agreement and the transactions contemplated by this Agreement, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit or require any consent, approval or authorization under, or result in the creation of any Lien pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of Crane the Company or the Purchaser Members under, any provision of (ia) the Certificate or Articles Regulations of Incorporation or By-laws of Crane or the PurchaserCompany, (iib) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other material contract, commitment, agreement, arrangement, obligation, undertaking, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser Members or any of their respective properties or assets (including, without limitation, any of the contracts of the Company set forth in the Company Schedules) or (iiic) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or judgment, order or decree, in each case, applicable to Crane the Company or the Purchaser or their respective its properties or assets, other than, in the case of clauses (iib) and (iiic), any such conflicts, violations, defaults, rights, losses or Liens or other occurrences that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementCompany. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser Members in connection with the execution and delivery of this Agreement by Crane the Company or the Purchaser Members or the consummation by Crane the Company of the Merger or the Purchaser of the other transactions contemplated by this Agreement, except for (1a) the filing receipt of a premerger notification and report form under valid exemption from the HSR Act; (2) the filing with the SEC registration requirements of the Offer Documents and such reports under Section 13(aSecurities Act of 1933, as amended (the "Securities Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3b) the filing of the Articles Agreement of Merger with the Pennsylvania Texas Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4c) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be obtained or obtain which made individually or in the aggregate would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, the Company or impair the ability of Crane or the Purchaser Company to perform its obligations under this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane Parent and Sub have the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser and the consummation by them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane Parent and Sub. Assuming the Purchaser. This due authorization, execution and delivery of this Agreement by the Company, this Agreement has been duly executed and delivered by Crane Parent and the Purchaser Sub and constitutes a valid and binding obligation of each of Crane and the Purchasersuch party, enforceable against Crane and the Purchaser each such party in accordance with its terms except terms. Except as limited set forth in Section 3.2(b) of the disclosure schedule delivered by Parent and Sub to the Company (i) applicable bankruptcythe "Parent Disclosure Schedule"), insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Parent or the Purchaser any of its subsidiaries under, (i) the Certificate articles of incorporation or Articles of Incorporation or Byby-laws of Crane Parent or Sub or the Purchasercomparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, or material lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Parent or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (including, without limitation, those of the National Indian Gaming Commission, or any other tribal or governmental authority regulating any form of gaming) applicable to Crane Parent or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, conflicts violations, defaults, rights, losses defaults or Liens rights that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeParent, (y) impair in any material respect the ability of Crane Parent and Sub to perform its their respective obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, with any Governmental Authority Entity is required by Parent or with respect to Crane or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane Parent or Sub, as the Purchaser case may be, of any of the transactions contemplated by this Agreement, except for (1i) the filing with the Specified Agencies of a premerger notification and report form under the HSR Act; , (2ii) the filing with the SEC of the Offer Documents and such reports under Section Sections 13(a), 13(d), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles articles of Merger merger with the Pennsylvania Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states; states in which Parent is qualified to do business, (4iv) the approval by (A) the Nevada State Gaming Control Board and the Nevada Gaming Commission under the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, (B) South Dakota Commission on Gaming and South Dakota Lottery Commission, (C) the National Indian Gaming Commission under the Indian Gaming Regulatory Act of 1988 and the rules and regulations promulgated thereunder, and (D) other gaming regulatory bodies in jurisdiction where Parent or its subsidiaries are engaged in business (including, without limitation, the State of Mississippi) and (v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to make be obtained or obtain made would not have a Material Adverse Effect on Parent, impair in any respect the ability of Parent to perform its obligations under this Agreement, or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither Parent nor any subsidiary of Parent nor, to the Knowledge of Parent, any director or officer of Parent or of any subsidiary of Parent has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(o)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectParent.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, except for any required approval by the Company's stockholders in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, except for any required approval by the Company's stockholders in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by Crane the Company and, assuming this Agreement constitutes a valid and the Purchaser binding agreement of Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii)) above, any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would could not reasonably be expected to (xA) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (yB) impair the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (zC) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act; "), (2ii) the filing compliance with the SEC any applicable requirements of the Offer Documents Securities Exchange Act of 1934, as amended, and such reports under Section 13(athe rules and regulations thereunder (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles articles of Merger merger in accordance with the Pennsylvania Secretary of State Florida Law and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings as to which the failure to obtain or make or obtain which would could not reasonably be expected to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair (y) prevent or materially delay the ability consummation of Crane or any of the Purchaser to perform its obligations under transactions contemplated by this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane Compuware and the Purchaser has Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane Compuware and the Purchaser Merger Sub and the consummation by them Compuware and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane Compuware and the PurchaserMerger Sub. This Agreement has been duly executed and delivered by Crane Compuware and the Purchaser Merger Sub and constitutes a valid and binding obligation of each of Crane and the Purchasersuch party, enforceable against Crane and the Purchaser each such party in accordance with its terms (except as enforcement hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar laws, both state and federal, affecting the enforcement of creditors' rights generally and or remedies in general as from time to time in effect or (ii) general principles the exercise by courts of equity, regardless of whether asserted in a proceeding in equity or at lawpowers). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Compuware or the Purchaser under, Merger Sub under (i) the Certificate articles of incorporation or Articles bylaws of Incorporation or By-laws of Crane Compuware or the Purchasercertificate of incorporation or bylaws of Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Compuware or the Purchaser Merger Sub or their respective properties or assets or (iii) subject to the any governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane Compuware or the Purchaser Merger Sub or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane Compuware and its Subsidiariessubsidiaries, taken as a whole, (y) materially impair the ability of Crane Compuware or Merger Sub to perform its their obligations under this Agreement in any material respect or Agreement, (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to Crane Compuware or the Purchaser Merger Sub in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane Compuware or Merger Sub, as the Purchaser case may be, of any of the transactions contemplated by this Agreement, except for (1) the filing of a premerger pre-merger notification and report form under the HSR Act; , (2) the filing with the SEC and the National Association of Securities Dealers, Inc. of (A) the Offer Documents and (B) such reports under Section Sections 13(a), 13(d), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles Certificate of Merger or an agreement of merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which Viasoft is qualified to do business and (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which as would not individually or in the aggregate (A) have a Material Adverse Effect material adverse effect on Crane Compuware and its Subsidiariessubsidiaries, taken as a whole, or (B) impair the ability of Crane or the Purchaser Compuware and Merger Sub to perform its their respective obligations under this Agreement in or (C) prevent the consummation of any material respectof the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane PSC and the Purchaser Acquisition has all requisite corporate power and authority to enter into this Agreement and to consummate carry out its obligations hereunder. Subject to the transactions contemplated by this Agreement. The approval of their shareholders as set forth in Section 4.2.2, the execution and delivery of this Agreement by Crane PSC and the Purchaser Acquisition and the consummation by each of them of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane PSC and the PurchaserAcquisition. This Agreement has been duly executed and delivered by Crane PSC and the Purchaser Acquisition and, assuming this Agreement has been duly executed and delivered by Consumers, constitutes a valid and binding obligation of each of Crane PSC and the PurchaserAcquisition, enforceable against Crane and the Purchaser each of them in accordance with its terms terms, except as that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' now or hereafter in effect relating to creditor's rights generally and (ii) by general principles of equity, equity (regardless of whether asserted enforceability is considered in a proceeding at law or in equity or at lawequity). The Except as set forth in Section 3.3 of the PSC Disclosure Schedule and subject to the governmental filings and other matters referred to in the following sentence, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and will not (i) conflict with any of the Purchaser will notprovisions of the Articles of Incorporation or By-Laws of PSC or Acquisition, (ii) conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of Crane or the Purchaser person under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to Crane which PSC or the Purchaser any of its subsidiaries is a party or by which PSC or any of its subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane of any state or of the Purchaser United States or their respective properties any political subdivision thereof or assetstherein, other thanor any order, writ, judgment, injunction, decree, determination or award currently in effect, subject, in the case of clauses (ii) and (iii), any such to those conflicts, violationsbreaches, defaultsdefaults and similar matters, rightswhich, losses or Liens that individually or in the aggregate aggregate, would not (x) have a Material Adverse Effect on Crane materially and its Subsidiaries, taken as a whole, (y) impair the adversely affect PSC's ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of consummate the transactions contemplated by this Agreementhereby. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority Entity which has not been received or made is required by or with respect to Crane PSC or the Purchaser Acquisition in connection with the execution and delivery of this Agreement by Crane or the Purchaser PSC and Acquisition or the consummation by Crane or the Purchaser them of any of the transactions contemplated by this Agreementhereby, except for (1a) the filing of a premerger notification and report form forms under the HSR Act; Act with respect to the Merger, (2b) the filing with the SEC of a registration statement on Form S-4 by PSC in connection with the Offer Documents issuance of PSC Common Shares in the merger (the "Form S-4") and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3c) the filing of the Articles articles of Merger merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of the other states; states in which Consumers is qualified to do business, (4d) required filings with the Pennsylvania Public Utility Commission, and (e) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings or notices as are set forth in Section 3.3 of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectPSC Disclosure Schedule.

Authority; Noncontravention. Each of Crane and the Purchaser Chartwell has all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Chartwell Stockholder Approval (as defined in Section 3.1(q)), to consummate the transactions contemplated by this Agreement. Chartwell has all requisite corporate power and authority to enter into the Stock Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by Crane and the Purchaser Stock Option Agreement by Chartwell and the consummation by them Chartwell of the transactions contemplated by this Agreement and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of Crane and Chartwell, subject to the PurchaserChartwell Stockholder Approval. This Agreement has and the Stock Option Agreement have been duly executed and delivered by Crane Chartwell and, assuming the due authorization, execution and delivery of this Agreement and the Purchaser and constitutes a Stock Option Agreement by Trenwick, constitute legal, valid and binding obligation obligations of each of Crane and the PurchaserChartwell, enforceable against Crane and the Purchaser Chartwell in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawtheir respective terms. The execution and delivery of this Agreement and the Stock Option Agreement do not, and and, subject to the Chartwell Stockholder Approval with respect to this Agreement, the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser Stock Option Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Chartwell or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws of Crane Chartwell or the Purchasercomparable organizational documents of any of its subsidiaries, (ii) subject to the matters referred to in Section 3.1(d) of the Chartwell Disclosure Schedule and the matters referred to in the sentence following the next sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other material agreement, instrument, permit, concessionfranchise, franchise license or license applicable instrument to Crane which Chartwell or the Purchaser any of its subsidiaries is a party or by which Chartwell or any of its subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the sentence following the next sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Crane Chartwell or the Purchaser any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, Chartwell or (y) reasonably be expected to impair materially the ability of Crane Chartwell to perform its obligations under this Agreement and the Stock Option Agreement. Assuming the conditions set forth in any material respect or (zSection 3.1(d) prevent or materially delay the consummation of any of the Chartwell Disclosure Schedule are met, the Merger and the other transactions contemplated by this Agreementhereby will not constitute a "change of control" under the Contingent Interest Notes due June 30, 2006 or the Indenture dated as of December 1, 1995 (the "Contingent Interest Notes Indenture") between Chartwell, as the successor to Piedmont Management Company Inc. and State Street Bank and Trust Company, as successor to Fleet National Bank of Connecticut, as Trustee. No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration or filing withwith any federal, state, local or foreign government, any court, tribunal or administrative, governmental or regulatory authority or agency or commission or any non-governmental self-regulatory agency, commission or authority (each, a "Governmental Authority Entity"), or of the Society and Corporation of Lloyd's of London ("Lloyd's"), is required by or with respect to Crane Chartwell or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement and the Stock Option Agreement by Crane or the Purchaser Chartwell or the consummation by Crane or the Purchaser Chartwell of the transactions contemplated by this Agreementhereby, except for (A) in connection with or in compliance with the provisions of (1) the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of a premerger notification and report form under 1976, as amended (the "HSR Act; "), (2) the filing with Securities Act of 1933, as amended (the SEC of the Offer Documents and such reports under Section 13(a"Securities Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the Exchange Act, (4) the DGCL, (5) the New York Stock Exchange, Inc. (the "NYSE"), (6) any non-United States competition, antitrust and investment laws, and the securities or "blue sky" laws of the various states, (7) the approvals, filings and notices required under the insurance laws of the jurisdictions in which Chartwell transacts the business of insurance or reinsurance; (8) the filing of the Articles certificate of Merger merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which Chartwell is qualified to do business, (49) any required consents and waivers of Lloyd's and (B) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and declarations, filings or notices (as may be required) the failure of which to make be made or obtain which obtained individually or in the aggregate would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectChartwell.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate and other power and authority to enter into this Merger Agreement and to consummate the transactions contemplated by this AgreementMerger. The Subject to obtaining Company Stockholder Approval (as defined in Section 3.01(m)), the execution and delivery of this Merger Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany. This Merger Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) subject to general principles of equity, regardless of whether asserted considered in a proceeding in equity or at law. The execution and delivery of this Merger Agreement do not, and the consummation of the transactions contemplated by this Merger Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of Crane or the Purchaser Company under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane or the PurchaserCompany, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane or the Purchaser or their respective Company, its properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane or the Purchaser or their respective Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a “Governmental Authority Entity”), is required by or with respect to Crane or the Purchaser Company in connection with the execution and delivery of this Merger Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by hereby, except, with respect to this Merger Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing Certificate of Merger with the SEC Secretary of State of Delaware by the Offer Documents Company and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State of Nevada by Cirracor, and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings except where the failure to make have such consent, approval, order or obtain which authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity would not have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectCompany.

Authority; Noncontravention. Each of Crane and the Purchaser The Company has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated by this AgreementAgreement and such Ancillary Agreements. The execution and delivery by the Company of this Agreement by Crane and the Purchaser each Ancillary Agreement to which it is a party and the consummation by them the Company of the transactions contemplated by this Agreement and such Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany. This Agreement has and the Ancillary Agreements to which it is a party have been duly executed and delivered by Crane the Company and the Purchaser and constitutes a constitute valid and binding obligation obligations of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except their respective terms. Except as limited by (i) applicable bankruptcyset forth on Schedule 4.4 to the Company Letter, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do and the Ancillary Agreements to which it is a party by the Company did not, and the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and compliance with the provisions of this Agreement by Crane and such Ancillary Agreements without obtaining the Purchaser consent of any third party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of to termination, cancellation or acceleration of any obligation or to loss by the Company or any of its Significant Subsidiaries of a material benefit under, or the creation of any material additional benefit to any third party under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise permit or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would could not reasonably be expected to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a wholethe Company, (y) materially impair the ability of Crane the Company to perform its obligations under this Agreement in or any material respect Ancillary Agreement to which it is a party or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementAgreement or any of such Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any party to a Material Contract (as defined in Section 4.12 is required by or with respect to Crane the Company or the Purchaser any of its Significant Subsidiaries or its subsidiaries that are parties to such a Material Contract in connection with the execution and delivery of this Agreement by Crane or and the Purchaser Ancillary Agreements to which it is a party or the consummation by Crane or the Purchaser Company of the transactions contemplated by this AgreementAgreement and such Ancillary Agreements, except for (1A) the filing of a premerger notification any filings required pursuant to foreign antitrust and report form under the HSR Act; competition law statutes and regulations, (2B) the filing with the SEC of the Offer Documents (x) a solicitation/recommendation statement on Schedule 14D-9 and (y) such reports under Section Sections 12 and 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State such Ancillary Agreements and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; Agreement and such Ancillary Agreements, and (5C) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth on Schedule 4.4 to the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectCompany Letter.

Authority; Noncontravention. Each of Crane and the Purchaser Newco has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Newco and the consummation by them Newco of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserNewco. This Agreement has been duly executed and delivered by Crane Newco and (assuming due authorization, execution and delivery by the Purchaser and Company) constitutes a valid and binding obligation of each of Crane and the PurchaserNewco, enforceable against Crane and the Purchaser Newco in accordance with its terms terms, except as limited by that (i) such enforcement may be subject to applicable bankruptcy, insolvencyinsolvency or similar laws, reorganizationnow or hereafter in effect, moratorium and other laws of general application affecting enforcement of creditors' rights generally generally, and (ii) general principles the remedy of equity, regardless specific performance and injunctive and other forms of whether asserted in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought. The execution and delivery of this Agreement do not, and the consummation by Newco of the transactions contemplated by this Agreement and compliance by Newco with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser Newco under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane or the PurchaserNewco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Newco or the Purchaser or their respective its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane Newco or the Purchaser or their respective its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on Crane and its Subsidiariesmaterial adverse effect with respect to Newco or could not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of Newco to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to Crane or the Purchaser Newco in connection with the execution and delivery of this Agreement by Crane or the Purchaser Newco or the consummation by Crane or the Purchaser Newco of any of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form under the HSR Act; , (2ii) the filing with the SEC of (y) the Offer Documents Proxy Statement and the Form S-4 and (z) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Stockholders Agreement or and the Shareholder Agreements; transactions contemplated hereby and thereby, including the Debt Offer, (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as may be required under the failure to make "takeover" or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability "blue sky" laws of Crane or the Purchaser to perform its obligations under this Agreement in any material respectvarious states.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject only to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the "Company Stockholder Approval") to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane the Company, subject only to the Company Stockholder Approval if such approval is required by law and no other corporate proceedings on the Purchaserpart of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation obligations of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) their terms, subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance, or other similar laws of general application affecting enforcement of relating to creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Crane and the Purchaser will not, hereof do not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane the Company or the Purchaserarticles of incorporation or bylaws (or similar organizational documents) of any of its subsidiaries, (ii) other than as disclosed in Section 3.01(d) of the Company Disclosure Schedule any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane or the Purchaser or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane or the Purchaser or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.guarantee,

Authority; Noncontravention. Each of Crane and the Purchaser Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Crane and the Purchaser and the consummation by them Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and Company, subject, in the Purchasercase of the Merger, to Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane Company and, assuming the due authorization, execution and delivery by the Purchaser and Parent Parties, constitutes a the legal, valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of equity whether asserted applied in a proceeding in court of law or a court of equity or at lawand by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination) and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation violation, forfeiture or termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or both) of any material obligation or to loss of a material benefit benefit, under, or result in the creation of any Lien upon any of the properties or assets of Crane Company or the Purchaser any of its Subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane or the PurchaserCompany, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its Subsidiaries, (iii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to Crane Company or the Purchaser any of its Subsidiaries or their respective properties or assets that is material to the operations of Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (“Laws”) applicable to Crane Company or the Purchaser any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate would not (x) have reasonably be expected to result in a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, Company or (y) reasonably be expected to materially impair or materially delay the ability of Crane Company to perform its obligations under this Agreement in any material Agreement. Provided that the Company makes no representation or warranty with respect to filings or (z) prevent other actions to be taken or materially delay the consummation of required to be taken by any of the Parent Parties in respect of consents or approvals required in connection with the transactions contemplated by this Agreement. No hereby, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, with any Governmental Authority Entity (as defined in Section 8.3) is required by or with respect to Crane Company or the Purchaser any of its Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company and BSB Bank of the transactions contemplated by this Agreementhereby, except for (1) the filing by Company with the United States Securities and Exchange Commission (the “SEC”) of a premerger notification and report form under the HSR Act; (2A) the filing proxy statement and other proxy solicitation materials of Company constituting a part thereof (the “Proxy Statement”) to be included in a registration statement on Form S-4 to be prepared and filed by Newco in connection with the SEC issuance of Newco Common Stock in the Merger (as it may be amended from time to time, the “Form S-4”), and the declaration of effectiveness of the Offer Documents Form S-4 by the SEC, and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; (2) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Company and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws; (3) the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) in connection with the merger of the Company and Newco, or the waiver thereof; (4) the approval or non-objection of the OTS under the Home Owners’ Loan Act (the “HOLA”) in connection with the merger of Company and Newco and the approval of the OTS under the Bank Merger Act (the “BMA”) in connection with the merger of SBU Bank and BSB Bank; and (5) such consentsthe approval of the Superintendent of Banking and the Banking Board of the State of New York (collectively, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken “NYSBD”) under the New York Banking Law (the “NYBL”) in connection with the acquisition of the voting stock of BSB Bank as a wholeresult of the merger of the Company and Newco and the merger of SBU Bank and BSB Bank (the matters described in the foregoing clauses (3) through (5), or impair inclusive, being sometimes referred to herein collectively as the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect“Bank Regulatory Approvals”).

Authority; Noncontravention. Each of Crane and Company has the Purchaser has all requisite corporate --------------------------- power and authority to enter into this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Crane and the Purchaser Stock Option Agreement by Company and the consummation by them Company of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Crane Company, subject, in the case of the Merger, to the approval of this Agreement by its stockholders as contemplated by Section 6.2. Each of this Agreement and the Purchaser. This Stock Option Agreement has been duly executed and delivered by Crane and Company and, assuming that this Agreement or the Purchaser and Stock Option Agreement, as applicable, constitutes a valid and binding obligation of each Parent and Merger Sub, constitutes a valid and binding obligation of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' rights and remedies generally and (ii) to general principles of equity. Except as specified in Section 4.1(b) of the Disclosure Schedule, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement and the Stock Option Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby or thereby and compliance with the provisions hereof or thereof will not, (i) conflict with any of the provisions of the articles of organization or by-laws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement by Crane Agreement, (ii) subject to the governmental filings and the Purchaser will notother matters referred to in Section 4.1(c), conflict with, or result in any violation of, a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in require the creation consent of any Lien upon any of the properties or assets of Crane or the Purchaser person under, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to Crane which Company or the Purchaser any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective properties assets is bound or assets affected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(c), contravene any judgment, order, decree, statute, domestic or foreign law, ordinance, rule or regulation applicable to Crane or the Purchaser any order, writ, judgment, injunction, decree, determination or their respective properties or assetsaward currently in effect, other thanwhich, in the case of clauses (ii) and (iii)) above could reasonably be expected to have, any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have aggregate, a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectCompany.

Authority; Noncontravention. Each of Crane and the Purchaser The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.1.14), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject to receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane the Company and, assuming the due authorization, execution and delivery by each of the Purchaser and other parties hereto, constitutes a the legal, valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by terms, subject to (ia) applicable laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors, moratorium and (b) rules of law governing specific performance, injunctive relief and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawequitable remedies. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser Company under, : (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane or the Purchaser, Company; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane the Company or the Purchaser or their respective its properties or assets assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to Crane the Company or the Purchaser or their respective its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, the Company; (y) materially impair the Company’s ability of Crane to perform its material obligations under this Agreement in any material respect Agreement; or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing withwith any court, administrative, regulatory or other governmental agency, commission, authority or instrumentality, foreign or domestic, or any non-governmental self-regulatory agency, commission or authority, foreign or domestic (each a “Governmental Authority Entity”) is required by or with respect to Crane or the Purchaser Company in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane the Company of the Merger or the Purchaser of the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and the California Secretary of State and appropriate documents with the relevant authorities of other states; (4) such states and such filings with Governmental Entities to satisfy the applicable requirements of federal and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreementstate securities laws; and (52) such other consents, approvals, orders, authorizations, actions, registrations, declarations and or filings the failure of which to make be made or obtain which would obtained individually or in the aggregate are not reasonably likely to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or the Company; (y) materially impair the Company’s ability of Crane or the Purchaser to perform its material obligations under this Agreement in Agreement; or (z) prevent or materially delay the consummation of any material respectof the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane and the Purchaser The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.3(1)) to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes the Purchaser and constitutes a legal, valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (iset forth in Section 3.3(d) applicable bankruptcyof the Company Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane the Company or the Purchasercomparable organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.adverse effect on

Authority; Noncontravention. Each of Crane and the Purchaser has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementit. The execution and delivery of this Agreement by Crane and the Purchaser Agreement, and the consummation by them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the Purchaser. This Agreement has been duly executed and delivered by Crane and the Purchaser Purchaser, and constitutes a valid and binding obligation of each of Crane and the Purchaserobligation, enforceable against Crane and the Purchaser in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser under, any provision of (i) the Certificate articles of incorporation or Articles of Incorporation or Byby-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane or the Purchaser or their respective its properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree applicable to Crane or the Purchaser or their respective its properties or assets, other than, in the case of clauses clause (ii) and clause (iii), any such conflictsconflict, violationsviolation, defaultsdefault, rights, losses or Liens that individually or in the aggregate failure to file which would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, (y) impair Purchaser. To the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any best of the transactions contemplated by this Agreement. No knowledge of the Purchaser, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this AgreementAgreement to be consummated by Purchaser, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3i) the filing of the Articles Certificate of Merger with the Pennsylvania Florida Department of State and the Georgia Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, and (4ii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required, the failure of which to make be obtained or obtain which made would not not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, Purchaser or impair prevent or materially delay the ability consummation of Crane or any of the Purchaser to perform its obligations under transactions contemplated by this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (idisclosed in Section 3.1(d) applicable bankruptcyof the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any franchise or other agreement with any franchisee of the Company or any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other thanthan (A) in the case of clause (ii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that could not affect franchise or other agreements relating, individually or in the aggregate, to 150 or more store locations, and (B) in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on Crane and its Subsidiariesmaterial adverse effect with respect to the Company or could not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), (2ii) the filing with the SEC of (y) a proxy statement relating to the Offer Documents Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware, and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as are set forth in Section 3.1(d) of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and the Consulting and Non- Compete Agreements (the "Consulting Agreements" and, together with this Agreement, the "Agreements") being entered into by the Company with the chief executive officer, chief operating officer and chief financial officer of the Company (true and complete copies of which have been provided to Parent), simultaneously with entering into this Agreement. Except for any required approval by the Company's stockholders in connection with the consummation of the Merger, the Company has the requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement the Agreements by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement the Agreements have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, except for any required approval by the Company's stockholders in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by Crane the Company and, assuming this Agreement constitutes a valid and the Purchaser binding agreement of Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited terms. The Consulting Agreements have been duly executed and delivered by (i) applicable bankruptcythe Company and, insolvencyassuming each Consulting Agreement constitutes a valid and binding agreement of the executive party thereto, reorganizationconstitutes a valid and binding obligation of the Company, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted enforceable against the Company in a proceeding in equity or at lawaccordance with its terms. The execution and delivery of this Agreement do the Agreements does not, and the consummation of the transactions contemplated by this Agreement the Agreements and compliance with the provisions of this Agreement by Crane and the Purchaser Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or -9- license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would could not reasonably be expected to (xA)(1) with respect to the matters disclosed in Section 4(p)(i) of the Disclosure Schedule, result in any required repurchase by the Company of the Convertible Notes, result in payments in excess of $150,000,000 in the aggregate under all "C.A. clause" contracts, result in severance payments in excess of $100,000,000 in the aggregate or result in payments to Folding Space L.L.C. in excess of $23,500,000 in the aggregate or (2) in any other manner have a Material Adverse Effect, (B) impair the ability of the Company to perform its obligations in all material respects under this Agreement or (C) prevent or materially delay consummation of any of the transactions contemplated by this Agreement and other than, in the case of clause (iii) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate could not reasonably be expected to (A) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (yB) impair the ability of Crane the Company to perform its obligations in all material respects under this Agreement in any material respect or (zC) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "CONSENTS") any Governmental Authority federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement the Agreements by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by the Agreements, except, in the case of this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act; ACT"), (2ii) the filing compliance with the SEC any applicable requirements of the Offer Documents Securities Exchange Act of 1934, as amended, and such reports under Section 13(athe rules and regulations thereunder (the "EXCHANGE ACT"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles a certificate of Merger merger in accordance with the Pennsylvania Secretary of State Delaware Law and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) European antitrust notification and (v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings as to which the failure to obtain or make or obtain which would could not reasonably be expected to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair (y) prevent or materially delay the ability consummation of Crane or any of the Purchaser to perform its obligations under transactions contemplated by this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite --------------------------- corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (idisclosed in Section 3.1(d) applicable bankruptcyof the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any franchise or other agreement with any franchisee of the Company or any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other thanthan (A) in the case of clause (ii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that could not affect franchise or other agreements relating, individually or in the aggregate, to 150 or more store locations, and (B) in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on Crane and its Subsidiariesmaterial adverse effect with respect to the Company or could not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), (2ii) the filing with the SEC of (y) a proxy statement relating to the Offer Documents Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware, and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as are set forth in Section 3.1(d) of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all --------------------------- requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane the Company and its shareholders and no other corporate action on the part of the Company or its shareholders is necessary to authorize the execution and delivery of this Agreement and the Purchaserconsummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (idisclosed in Section 3.1(d) applicable bankruptcyof the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, (a) conflict with or result in any breach of any provision of the articles of incorporation or bylaws of the Company or the comparable charter documents of its Subsidiaries or (b) conflict with, or result in any breach or violation of, or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser under, under (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets, or (c) result in the creation of any Lien upon any of the parties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) have a Material Adverse Effect on Crane and its Subsidiariesmaterial adverse effect with respect to the Company or could not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3i) the filing of the Articles of Merger with the Pennsylvania Secretary of States of the State of California and Minnesota, and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4ii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as are set forth in Section 3.1(d) of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the holders of (i) a majority of the voting power of the outstanding Company Capital Stock, voting as a single class, (ii) a majority of the voting power of the outstanding Class A Common Stock and the Class B Common Stock, voting as a single class, and (iii) the holders of a majority of the outstanding shares of Class C Preferred Stock, voting as a separate class (the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject to the Shareholder Approvals. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (iset forth in Section 3.01(d) applicable bankruptcyof the Company Disclosure Letter, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any Company Subsidiary under, (i) the Certificate or Restated Articles of Incorporation or By-laws of Crane the Company or the Purchasercomparable organizational documents of any Company Subsidiary, (ii) any agreement pursuant to which the Company or any Company Programming Subsidiary distributes programming or licenses programming from a person other than a Company Subsidiary individually involving annual payments to or by the Company and the Company Subsidiaries of $20,000,000 or more (any such agreement, a "Programming Agreement"), (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (but excluding any Programming Agreement), instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (iiiii) and (iiiiv), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair prevent the ability of Crane to perform Company from performing its obligations under this Agreement in any material respect or (z) prevent or materially delay in any material respect the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including the European Union (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or any of the Purchaser Company Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Principal Shareholder as the ultimate parent entity of the Company under the HSR Act; Hart-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976 (2xxx "XXX Xxx"), (xx) the xxx filing with the SEC of (A) a joint proxy statement relating to the Offer Documents meetings of the Company's shareholders and Parent's stockholders to be held in connection with the Mergers and the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificates of Merger with the Pennsylvania Delaware Secretary of State and the Georgia Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) such filings with, and consents orders of, the Federal Communications Commission (the "FCC") as may be required under any environmentalthe Communications Act of 1934, health or safety law or regulation pertaining to any notificationas amended (the "Communications Act"), disclosure or required approval necessitated by and the Offer or the Merger or FCC's rules and regulations in connection with this Agreement and the transactions contemplated by this Agreement; Agreement and (5v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the failure to make laws of any foreign country in which the Company or obtain which any of the Company Subsidiaries conducts any business or owns any property or assets or (y) which, if not obtained or made, would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, prevent or impair delay in any material respect the ability consummation of Crane any of the transactions contemplated by this Agreement or otherwise prevent the Purchaser to perform Company from performing its obligations under this Agreement in any material respectrespect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention. Each of Crane Strategic and Merger Sub have the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to Strategic Stockholder Approval with respect to the issuance of Strategic Common Stock and the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Strategic and the consummation by them Strategic of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane Strategic, subject, in the case of with respect to the issuance of Strategic Common Stock and the PurchaserMerger, to Strategic Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Strategic and constitutes a valid and binding obligation of each of Crane and the PurchaserStrategic, enforceable against Crane and the Purchaser Strategic in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Strategic or the Purchaser any of its subsidiaries under, (i) the Certificate articles of incorporation or Articles of Incorporation or Byby-laws of Crane Strategic or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Strategic or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane Strategic or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a wholeStrategic, (y) impair the ability of Crane Strategic to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Federal, state, local or foreign government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Government Entity"), is required by or with respect to Crane Strategic or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Strategic or the consummation by Crane or the Purchaser Strategic of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC Vancouver Stock Exchange and Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to Strategic Stockholder Approval (such proxy statement, together with the Offer Documents proxy statement relating to Digital Stockholder Approval, in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under the British Columbia Securities Act (the "BC Act") and Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (32) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Florida and appropriate documents with the relevant authorities of other states; states and Provinces in which Strategic is qualified to do business, (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (53) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the failure to make laws of any foreign country in which Strategic, Digital or obtain which any of their respective subsidiaries conducts any business or owns any property or assets or (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate (A) have a Material Adverse Effect material adverse effect on Crane and its SubsidiariesStrategic, taken as a whole, or (B) impair the ability of Crane or the Purchaser Strategic to perform its obligations under this Agreement in or (C) prevent the consummation of any material respectof the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution and delivery of this Agreement, the Management Agreement and the Registration Rights Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Crane the Company, subject to the approval of the Company's stockholders of the issuance and sale of the Purchased Securities to the Investor and the Purchaserelection to the Board of Directors of the Company of the Investor's nominees pursuant to Section 5.1(b). This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. When duly executed and delivered by the Company at Closing, each of the Management Agreement, the Registration Rights Agreement and the Warrant shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as limited by (idisclosed in Section 3.2(d) applicable bankruptcyof the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Contemplated Transactions and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, payment or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its Subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Bylaws of Crane the Company or the Purchasercomparable Organizational Documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets which is material to the Company and its Subsidiaries taken as a whole ("Material Contracts") or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair or would not prevent or materially hinder or delay the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay consummate the consummation of any of the transactions contemplated by this AgreementContemplated Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, (each a "Governmental Authority Entity" and collectively, "Governmental Entities") or any other Person, is required by or with respect to Crane the Company or the Purchaser any of its Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this AgreementContemplated Transactions, except for (1i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act; "), (2ii) the filing with the SEC Securities and Exchange Commission (the "SEC") of (x) the Offer Documents Proxy Statement, and (y) such reports or schedules under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this AgreementAgreement and the Contemplated Transactions, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles of Merger with the Pennsylvania Secretary of State Company Stockholder Approval, and appropriate documents with the relevant authorities of other states; (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices for which the failure to make absence of such would not, individually or obtain which would not in the aggregate, have a Material Adverse Effect on Crane and its Subsidiaries, taken or as a whole, or impair are set forth in Section 3.2(d) of the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on action, subject to approval of this Agreement by the part holders of Crane and a majority of the Purchaseroutstanding shares of the Company Common Stock. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equityequitable principles. Except as set forth on SCHEDULE 3.4, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do by the Company does not, and the consummation performance of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser Company's obligations hereunder will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, any provision of (ia) the Certificate or Articles of Incorporation or By-laws of Crane the Company or any provision of the Purchasercomparable charter or organizational documents of any of its subsidiaries, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, or license applicable to Crane which the Company or the Purchaser any of its subsidiaries is a party or by which their respective properties or assets are bound, or (iiic) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (iib) and clause (iiic), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair in any material respect the ability of Crane the Company to perform its obligations under this Agreement in any material respect Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Authority"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this AgreementCompany, except for for: (1i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3ii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other statesstates in which the Company is qualified to do business; (4iii) such filings and the consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreementset forth on SCHEDULE 3.4; and (5iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be obtained or obtain which made would not not, individually or in the aggregate, have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair prevent or materially delay the ability consummation of Crane or any of the Purchaser to perform its obligations under transactions contemplated by this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the holders of (i) a majority of the voting power of the outstanding Company Capital Stock, voting as a single class, (ii) a majority of the voting power of the outstanding Class A Common Stock and the Class B Common Stock, voting as a single class, and (iii) the holders of a majority of the outstanding shares of Class C Preferred Stock, voting as a separate class (the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject to the Shareholder Approvals. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (iset forth in Section 3.01(d) applicable bankruptcyof the Company Disclosure Letter, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or 24 default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any Company Subsidiary under, (i) the Certificate or Restated Articles of Incorporation or By-laws of Crane the Company or the Purchasercomparable organizational documents of any Company Subsidiary, (ii) any agreement pursuant to which the Company or any Company Programming Subsidiary distributes programming or licenses programming from a person other than a Company Subsidiary individually involving annual payments to or by the Company and the Company Subsidiaries of $20,000,000 or more (any such agreement, a "Programming Agreement"), (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (but excluding any Programming Agreement), instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (iiiii) and (iiiiv), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair prevent the ability of Crane to perform Company from performing its obligations under this Agreement in any material respect or (z) prevent or materially delay in any material respect the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including the European Union (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or any of the Purchaser Company Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Principal Shareholder as the ultimate parent entity of the Company under the HSR Act; Hart-Xxxxx-Xxxxxx Antitrust 25 Improvements Act of 1976 (2xxx "XXX Xxx"), (xx) the xxx filing with the SEC of (A) a joint proxy statement relating to the Offer Documents meetings of the Company's shareholders and Parent's stockholders to be held in connection with the Merger and the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and the Georgia Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) such filings with, and consents orders of, the Federal Communications Commission (the "FCC") as may be required under any environmentalthe Communications Act of 1934, health or safety law or regulation pertaining to any notificationas amended (the "Communications Act"), disclosure or required approval necessitated by and the Offer or the Merger or FCC's rules and regulations in connection with this Agreement and the transactions contemplated by this Agreement; Agreement and (5v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the failure to make laws of any foreign country in which the Company or obtain which any of the Company Subsidiaries conducts any business or owns any property or assets or (y) which, if not obtained or made, would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, prevent or impair delay in any material respect the ability consummation of Crane any of the transactions contemplated by this Agreement or otherwise prevent the Purchaser to perform Company from performing its obligations under this Agreement in any material respectrespect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention. Each of Crane and the Purchaser Citicorp has all requisite corporate power and authority to enter into this Agreement and and, subject to the Citicorp Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Citicorp and the consummation by them Citicorp of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and Citicorp, subject, in the Purchasercase of the Merger, to the Citicorp Stockholder Approval. This Agreement has been duly executed and delivered by Crane Citicorp and, assuming the due authorization, execution and the Purchaser and delivery by Travelers, constitutes a legal, valid and binding obligation of each of Crane and the PurchaserCiticorp, enforceable against Crane and the Purchaser Citicorp in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Citicorp or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane Citicorp or the Purchasercomparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane Citicorp or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane Citicorp or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, Citicorp or (y) reasonably be expected to materially impair or delay the ability of Crane Citicorp to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Authority Entity") is required by Citicorp or with respect to Crane or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Citicorp or the consummation by Crane or the Purchaser Citicorp of the transactions contemplated by this Agreementhereby, except for for: (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of (A) a proxy statement relating to the Offer Documents Citicorp Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the proxy statement relating to the Travelers Stockholders Meeting (as defined in Section 5.01(c)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, Agreement and the Stock Option Agreement or the Shareholder Agreementstransactions contemplated hereby; (32) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other statesstates in which Citicorp is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the consents, approvals and notices required under the Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment Advisors Act of 1940, as amended (the "Advisors Act"); (4) such filings in respect of, and consents as may be required under approvals and authorizations of, any environmentalGovernmental Entity having jurisdiction over the securities, health commodities, banking, insurance or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreementother financial services businesses; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain which obtained individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, Citicorp or (y) reason ably be expected to materially impair or delay the ability of Crane or the Purchaser Citicorp to perform its obligations under this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement Transactions have been duly authorized by all necessary corporate action on the part of Crane the Company, subject to approval of the Merger and the Purchaseradoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do by the Company does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its Significant Subsidiaries under, (i) the Certificate or Articles of Incorporation Charter or By-laws Laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Significant Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its Significant Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens or judgments, orders, decrees, statutes, law ordinances, rules or regulations that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.not

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, except for any required approval by the Company's stockholders in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, except for any required approval by the Company's stockholders in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by Crane the Company and, assuming this Agreement constitutes a valid and the Purchaser binding agreement of Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets assets, of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws Laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii)) above, any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would could not reasonably be expected to (xA) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (yB) impair the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (zC) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act; "), (2ii) the filing compliance with the SEC any applicable requirements of the Offer Documents Securities Exchange Act of 1934, as amended, and such reports under Section 13(athe rules and regulations thereunder (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles a certificate of Merger merger in accordance with the Pennsylvania Secretary of State Delaware Law and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) such notices, filings and consents as may be required under any environmentalrelevant state property transfer laws, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as (A) may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets or (B) as to which the failure to obtain or make or obtain which would could not reasonably be expected to (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair (y) prevent or materially delay the ability consummation of Crane or any of the Purchaser to perform its obligations under transactions contemplated by this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane CoreComm and the Purchaser Sub each has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane each of CoreComm and the Purchaser Sub and the consummation by them each of CoreComm and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane CoreComm and the PurchaserSub. This Agreement has been duly executed and delivered by Crane each of CoreComm and Sub and, assuming the Purchaser due authorization, execution and delivery by Megsinet, constitutes a the legal, valid and binding obligation obligations of each of Crane CoreComm and the PurchaserSub, enforceable against Crane each of CoreComm and the Purchaser Sub in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane CoreComm or the Purchaser any of its subsidiaries (including Sub) under, (i) the Certificate memorandum of association or Articles of Incorporation or Byby-laws of Crane CoreComm or the Purchasercomparable organizational documents of any of its subsidiaries (including Sub), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane CoreComm or the Purchaser any of its subsidiaries (including Sub) or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane CoreComm or the Purchaser any of its subsidiaries (including Sub) or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, CoreComm or (y) reasonably be expected to impair the ability of Crane CoreComm to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No To the best of CoreComm's knowledge, except as may be required pursuant to the HSR Act, and the rules and regulations thereunder, and the Bermuda Exchange Control Act of 1972, no consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to Crane CoreComm or the Purchaser any of its subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by Crane each of CoreComm or the Purchaser Sub or the consummation by Crane or the Purchaser CoreComm and Sub of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification the Articles of Merger with the Secretary of State of Illinois and report form under the HSR ActSecretary of State of Delaware such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (2) the filing of a Registration Statement on Form S-4 with the SEC of in accordance with the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder AgreementsSecurities Act; (3) the filing such filings with and approvals of the Articles NASDAQ to permit the shares of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may CoreComm Common Stock that are to be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or issued in the Merger or to be authorized for quotation on the transactions contemplated by this AgreementNASDAQ; and (54) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain which obtained individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, CoreComm or (y) reasonably be expected to impair the ability of Crane or the Purchaser CoreComm to perform its obligations under this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and the Purchaser The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.01(k)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane the Company and, assuming the due authorization, execution and the Purchaser delivery by Parent and Sub, constitutes a legal, valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms, except as to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement and the Support Agreements do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser Support Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane the Company or the Purchasercomparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Company Permits or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane are not material to the Company and its Subsidiaries, subsidiaries taken as a whole, whole or (y) would not reasonably be expected to materially impair or delay the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Authority Entity") is required by the Company or with respect to Crane or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for for: (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC U.S. Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Offer Documents Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), as may be required in connection with this Agreement, Agreement and the Stock Option Agreement or the Shareholder Agreementstransactions contemplated hereby; (32) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other statesstates in which the Company is qualified to do business; (3) the filing of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions pursuant to comparable antitrust or competition laws (together with the HSR Act, the "Antitrust Laws"), if applicable, and the expiration of any mandatory waiting periods thereunder; (4) such filings compliance with the applicable requirements of the National Association of Securities Dealers, Inc. (the "NASD") and consents as may be required under any environmentalthe U.K. Financial Services Authority (the "FSA"), health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations (y) the failure of which to make be made or obtain which obtained individually or in the aggregate would not have a Material Adverse Effect on Crane be material to the Company and its Subsidiaries, subsidiaries taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.

Authority; Noncontravention. (a) Each of Crane Trust and Trust Merger Sub has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the Trust Shareholder Approvals (as defined herein), to consummate the transactions contemplated by this AgreementTransactions to which it is a party. The execution and delivery of this Agreement by Crane each of Trust and the Purchaser Trust Merger Sub and the consummation by them each of Trust and Trust Merger Sub of the transactions contemplated by this Agreement Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of Crane Trust, subject to approval of this Agreement and the PurchaserTransactions pursuant to Trust Shareholder Approvals. This Agreement has been duly executed and delivered by Crane and Except as set forth on Schedule 6.4, the Purchaser and constitutes a valid and binding obligation of each of Crane and the Purchaser, enforceable against Crane and the Purchaser in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement by Trust and Trust Merger Sub do not, and the consummation of the transactions contemplated by this Agreement Transactions to which it is a party and compliance by Trust and Trust Merger Sub with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane Trust and Trust Merger Sub or any Trust Subsidiary under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under or require any consent, waiver or approval of any Person pursuant to any provision of (a) the Declaration of Trust (as amended, the “Declaration of Trust”) or the Purchaser underBylaws of Trust or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of Trust Merger Sub or any other Trust Subsidiary, (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Contract applicable to Crane Trust, Trust Merger Sub or the Purchaser any Trust Subsidiary or their respective properties or assets or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 6.5, any judgment, order, decree, statute, law, ordinance, rule or regulation Laws applicable to Crane Trust, Trust Merger Sub or the Purchaser any other Trust Subsidiary, or their respective properties or assets, other than, in the case of clauses clause (iib) and or (iiic), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (xi) have a Trust Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (zii) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement by Crane or the Purchaser or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectTransactions.

Authority; Noncontravention. Each of Crane and the Purchaser MergerSub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser MergerSub and the consummation by them MergerSub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and MergerSub, subject, in the Purchasercase of the Merger, to the MergerSub Stockholder Approval. This Agreement has been duly executed and delivered by Crane MergerSub and, assuming the due authorization, execution and delivery by Incubator and MergerSub constitutes the Purchaser and constitutes a legal, valid and binding obligation of each of Crane and the PurchaserMergerSub, enforceable against Crane and the Purchaser MergerSub in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of Crane MergerSub or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles certificate of Incorporation incorporation or By-laws Laws of Crane MergerSub or the Purchasercomparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise license or license similar authorization applicable to Crane MergerSub or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane MergerSub or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, MergerSub or (y) reasonably be expected to impair the ability of Crane MergerSub to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Authority Entity") is required by or with respect to Crane MergerSub or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser MergerSub or the consummation by Crane or the Purchaser MergerSub of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of Delaware and appropriate documents with the relevant authorities of other states; (4) states in which MergerSub is qualified to do business and such filings and consents as may be required under any environmental, health with Governmental Entities to satisfy the applicable requirements of state securities or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement"blue sky" laws; and (52) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain which obtained individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, MergerSub or (y) reasonably be expected to impair the ability of Crane or the Purchaser MergerSub to perform its obligations under this Agreement in any material respectAgreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the approval of this Agreement by the affirmative votes of holders of a majority of the outstanding shares of Company Common Stock (unless such approval is not required to effectuate the Merger pursuant to Section 253 of the Delaware Law) (the "COMPANY SHAREHOLDER VOTE") with respect to the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger if required under Delaware Law, to approval of this Agreement by the Company Shareholder Vote. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not reasonably be expected to (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair the Company's ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "CONSENTS") any Governmental Authority Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; ACT"), and any applicable filings under similar foreign antitrust or competition laws and regulations, (2ii) the filing with the SEC of (A) the Offer Documents Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting (defined below in Section 7.1(b)) (as amended or supplemented from time to time, the "COMPANY PROXY STATEMENT"), and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act and the Securities Act, as may be required in connection with this AgreementAgreement and the Tender Agreement and the transactions contemplated hereby and thereby, the Stock Option Agreement (iii) such filings as may be required under state securities or the Shareholder Agreements; "blue sky" laws, (3iv) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, and (4v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be made or obtain which would obtained individually or in the aggregate could not reasonably be expected to (x) have a Company Material Adverse Effect on Crane and its SubsidiariesEffect, taken as a whole, or (y) impair the Company's ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respector (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the holders of (i) a majority of the voting power of the outstanding Company Capital Stock, voting as a single class, (ii) a majority of the voting power of the outstanding Class A Common Stock and the Class B Common Stock, voting as a single class, and (iii) the holders of a majority of the outstanding shares of Class C Preferred Stock, voting as a separate class (the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject to the Shareholder Approvals. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (iset forth in Section 3.01(d) applicable bankruptcyof the Company Disclosure Letter, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any Company Subsidiary under, (i) the Certificate or Restated Articles of Incorporation or By-laws of Crane the Company or the Purchasercomparable organizational documents of any Company Subsidiary, (ii) any agreement pursuant to which the Company or any Company Programming Subsidiary distributes programming or licenses programming from a person other than a Company Subsidiary individually involving annual payments to or by the Company and the Company Subsidiaries of $20,000,000 or more (any such agreement, a "Programming Agreement"), (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementotxxx xxxxxxxxx (xxx xxxxxxxxx xxy Programming Agreement), instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (iiiii) and (iiiiv), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair prevent the ability of Crane to perform Company from performing its obligations under this Agreement in any material respect or (z) prevent or materially delay in any material respect the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including the European Union (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or any of the Purchaser Company Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Principal Shareholder as the ultimate parent entity of the Company under the HSR Hart-Scott-Rodino Antitrust Improvements Act xx 0000 (xxx "XXR Act; "), (2ii) the filing with txx XXX xx (X) x xxxxx xxxxy statement relating to the SEC meetings of the Offer Documents Company's shareholders and Parent's stockholders to be held in connection with the Mergers and the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificates of Merger with the Pennsylvania Delaware Secretary of State and the Georgia Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iv) such filings with, and consents orders of, the Federal Communications Commission (the "FCC") as may be required under any environmentalthe Communications Act of 1934, health or safety law or regulation pertaining to any notificationas amended (the "Communications Act"), disclosure or required approval necessitated by and the Offer or the Merger or FCC's rules and regulations in connection with this Agreement and the transactions contemplated by this Agreement; Agreement and (5v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the failure to make laws of any foreign country in which the Company or obtain which any of the Company Subsidiaries conducts any business or owns any property or assets or (y) which, if not obtained or made, would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, prevent or impair delay in any material respect the ability consummation of Crane any of the transactions contemplated by this Agreement or otherwise prevent the Purchaser to perform Company from performing its obligations under this Agreement in any material respectrespect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention. Each of Crane the Trust and the Purchaser Acquisition Sub ---------------------------- has all requisite trust or corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Crane the Trust and the Purchaser Acquisition Sub and the consummation by them the Trust and Acquisition Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary trust or corporate action (as the case may be) on the part of Crane and the Purchasersuch person. This Agreement has been duly executed and delivered by Crane each of the Trust and the Purchaser Acquisition Sub and constitutes a the legal, valid and binding obligation of each of Crane and the Purchasersuch persons, enforceable against Crane and the Purchaser each such person in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution execution, delivery and delivery performance of this Agreement and the Stockholders Agreements do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser Stockholders Agreements by the Trust and Acquisition Sub will not, conflict with, or result in any violation of, breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane or the Purchaser under, under (i) trust agreement of the Certificate Trust or Articles the certificate of Incorporation incorporation or Byby-laws of Crane or the PurchaserAcquisition Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Trust or the Purchaser Acquisition Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Trust or the Purchaser Acquisition Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementTrust. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to Crane the Trust or the Purchaser Acquisition Sub in connection with the execution execution, delivery and delivery performance of this Agreement by Crane or the Purchaser Stockholders Agreements by the Trust or Acquisition Sub or the consummation by Crane or the Purchaser Trust and Acquisition Sub of the transactions contemplated by this AgreementAgreement or the Stockholders Agreements, except for (1) the filing of a premerger notification and report form by the Trust or Acquisition Sub under the HSR Act, to the extent required thereby; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining states in which the Trust is qualified to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreementdo business; and (53) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not reasonably be expected to have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectTrust.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the approval of this Agreement by the affirmative votes of holders of a majority of the outstanding shares of Company Common Stock (unless such approval is not required to effectuate the Merger pursuant to Section 253 of the Delaware Law) (the "Company Shareholder Vote") with respect to the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger if required under Delaware Law, to approval of this Agreement by the Company Shareholder Vote. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles of Incorporation or Byby-laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not reasonably be expected to (x) have a Company Material Adverse Effect on Crane and its Subsidiaries, taken as a wholeEffect, (y) impair the Company's ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing withwith or exemption by (collectively, "Consents") any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), and any applicable filings under similar foreign antitrust or competition laws and regulations, (2ii) the filing with the SEC of (A) the Offer Documents Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting (defined below in Section 7.1(b)) (as amended or supplemented from time to time, the "Company Proxy Statement"), and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act and the Securities Act, as may be required in connection with this AgreementAgreement and the Tender Agreement and the transactions contemplated hereby and thereby, the Stock Option Agreement (iii) such filings as may be required under state securities or the Shareholder Agreements; "blue sky" laws, (3iv) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, and (4v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be made or obtain which would obtained individually or in the aggregate could not reasonably be expected to (x) have a Company Material Adverse Effect on Crane and its SubsidiariesEffect, taken as a whole, or (y) impair the Company's ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respector (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane The Company has the requisite --------------------------- corporate and the Purchaser has all requisite corporate other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement contem- plated hereby and thereby have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except terms. Except as limited by (idisclosed in Section 3.01(d) applicable bankruptcyof the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) be reasonably expected to have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair material adverse effect with respect to the ability of Crane Company or could not reasonably be expected to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation ability of any of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by hereby or thereby, except, with respect to this Agreement, except for (1i) the filing of a premerger notification and report form by the Company under the Hart-Scott-Xxxxxx Xxxxxrust Improvements Act of 1976, as amended (the "HSR Act; "), (2ii) the filing with the SEC of (y) a proxy statement relating to the Offer Documents Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, together with the proxy statement, if necessary, for the Parent Stockholder Approval, if necessary (as defined in Section 3.02(j)), the "Joint Proxy Statement"), and (z) such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of State of the State of Delaware, the filing of a certificate of merger with the appropriate authorities in the necessary jurisdictions in the event Parent makes an election referred to in Section 1.01, and the filing of appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as are set forth in Section 3.01(d) of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject to receipt of the Stockholder Approval (as defined in Section 3.01(q)), to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane the Company and no other corporate proceedings on the Purchaserpart of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in each case, to receipt of the Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Crane or the Purchaser Company under, any provision of (i) the Certificate or Articles of Incorporation or ByBylaws of the Company or the certificates of incorporation or by-laws (or similar organizational documents) of Crane or the Purchaserany of its subsidiaries, (ii) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease or other material contract, commitment, agreement, arrangement, obligation, undertaking, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a wholethe Company, (y) impair in any material respect the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane the Company of the Merger or the Purchaser of the other transactions contemplated contem plated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), (2) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Offer Documents approval by the Company's stockholders of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and such reports under Section 13(athe Securities Exchange Act of 1934, as amended (the "Exchange Act"), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles Certificate of Merger with the Pennsylvania Delaware Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make be obtained or obtain which made individually or in the aggregate would not have a Material Adverse Effect material adverse effect on Crane and its Subsidiariesthe Company, taken as a whole, or impair in any material respect the ability of Crane or the Purchaser Company to perform its obligations under this Agreement in or prevent or materially delay the consummation of any material respectof the transactions contemplated by this Agreement.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Crane and the Purchaser Company and constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms terms. Except for the Company's credit facility and except as limited by (i) applicable bankruptcydisclosed in Section 4.4 of the Disclosure Schedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of "put", with respect to any obligation or to (b) the loss of a material benefit under, or result in other right or (c) the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its Subsidiaries under, (i) the Certificate or Articles of Incorporation Incorporation, as amended, or By-laws laws, as amended, of Crane the Company or the Purchasercomparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Crane the Company or the Purchaser any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiarieswith respect to the Company or would not prevent, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent hinder or materially delay the consummation ability of any of the Company and/or MergerCo to consummate the transactions contemplated by this AgreementAgreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), or any other person under any material agreement, indenture or other instrument to which the Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to Crane the Company or the Purchaser any of its Subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreementhereby, except for (1i) the filing of a premerger pre-merger notification and report form by the Company under the HSR Act; Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (2thx "XXX Xxx"), (xx) the filing with the SEC of (x) a proxy statement relating to the Offer Documents Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3iii) the filing of the Articles Certificate of Merger with the Pennsylvania Secretary of the State of Delaware and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business and (4iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as are set forth in Section 4.4 of the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectDisclosure Schedule.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined below), if required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement. Unless the provisions of Section 253 of the DGCL are applicable, approval of the Merger requires the affirmative vote of the holders of a majority of the votes cast by the holders of Shares entitled to vote thereon (the “Company Stockholder Approval”), which approval is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve the Merger and this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, except for the Company Stockholder Approval in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by Crane the Company and, assuming the due execution and the Purchaser delivery of this Agreement by Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any Subsidiary under, (i) the Certificate certificate of incorporation or Articles bylaws of Incorporation or By-laws of Crane the Company or the Purchasercomparable charter or organizational documents of any Subsidiary, (ii) except for those consents listed in Schedule 4.1(d), any loan or credit agreement, note, bond, mortgage, indenture, lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to Crane the Company or the Purchaser any Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any Subsidiary or their respective properties or assets, assets other than, in the case of clauses (ii) and (iii)) above, any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would could not (x) reasonably be expected to have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementEffect. No consent, approval, order franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing withwith or exemption, notice, application, or certification by or to (collectively, “Consents”) any federal, state or local government or any arbitral panel or any court, tribunal, administrative or regulatory agency or commission or other governmental authority, department, bureau, commission or agency, domestic or foreign (a “Governmental Authority Entity”), is required by or with respect to Crane the Company or the Purchaser any Subsidiary in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the required consents listed in Schedule 4.1(d), (ii) the filing of the documents referred to in Sections 1.7 and 1.8 hereof in accordance with the DGCL and similar documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) compliance with any applicable requirements of the Exchange Act, the Securities Act, the Nasdaq Stock Market and state securities or “blue sky” laws, (iv) the filing of a premerger notification and report form by the Company under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act; ”), and (2v) such other Consents as to which the filing with failure to obtain or make would not reasonably be expected to (A) materially and adversely affect the SEC properties or assets of the Offer Documents and such reports under Section 13(a), 13(d), 15(dCompany or (B) prevent or 16(a) materially delay the consummation of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane Agreement or the Purchaser to perform performance by the Company of its obligations under this Agreement in any material respecthereunder.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject in the case of the Merger to approval of this Agreement by the holders of two-thirds of the outstanding Shares, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement the Operative Agreements have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, subject, in the case of the Merger, to approval of this Agreement by the holders of two- thirds of the outstanding Shares. This Agreement has been duly executed and delivered by Crane and the Purchaser and Company and, assuming that this Agreement constitutes a valid and binding obligation of each Parent and Sub, constitutes a valid and binding obligation of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement the Operative Agreements do not, and the consummation of the transactions contemplated by this Agreement the Operative Agreements and compliance with the provisions of this Agreement by Crane and the Purchaser Operative Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or 17 12 give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles (Certificate) of Incorporation or By-laws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), (A) any such conflicts, violations, defaults, rights, losses rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a wholethe Company, (y) impair the ability of Crane the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreementthe Operative Agreements, (B) any such conflicts, violations or defaults under the Company's pharmacy, liquor and general business licenses and any permits from the Federal Drug Administration relating to controlled substances, (C) any such conflicts, violations or defaults arising from the consummation of the Merger pursuant to Section 2.01(b) that would not arise from consummation of the Merger pursuant to Section 2.01(a), (D) the repurchase obligations of the Company with respect to the Convertible Debentures and (E) any defaults under the Company's bank credit agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser of the transactions contemplated by this Agreementthe Operative Agreements, except for (1) the filing of a premerger notification and report form under the HSR Act; (2i) the filing with the SEC of (x) the Offer Documents Schedule 14D-9, (y) a proxy or information statement relating to the approval by the Company's shareholders of this Agreement, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section Sections 13(a), 13(d), 15(d) or 16(a) and 16 of the Exchange Act as may be required in connection with this Agreementthe Operative Agreements and the transactions contemplated by the Operative Agreements, the Stock Option Agreement or the Shareholder Agreements; (3ii) the filing of the Articles Certificates of Merger with the Pennsylvania Delaware Secretary of State and the Alabama Secretary of State and appropriate documents with the relevant authorities of other states; states in which the Company is qualified to do business, (4iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrationsdeclarations and filings, in each case in connection with pharmacy, liquor and general business licenses and (iv) consents, approvals, orders, authorizations, declarations and filings in connection with permits from the failure Federal Drug Administration relating to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectcontrolled substances.

Authority; Noncontravention. Each of Crane and The Company has the Purchaser has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined below) required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The Merger requires the approval by the affirmative vote of the holders of a majority of the outstanding Shares (the "Company Stockholder Approval"), which approval is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve the Merger and this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Crane and the Purchaser Company and the consummation by them the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the PurchaserCompany, except for the Company Stockholder Approval in connection with the consummation of the Merger. This Agreement has been duly executed and delivered by Crane the Company and, assuming this Agreement constitutes a valid and the Purchaser binding agreement of Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of Crane and the PurchaserCompany, enforceable against Crane and the Purchaser Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawterms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crane the Company or the Purchaser any of its subsidiaries under, (i) the Certificate or Articles of Incorporation or By-laws bylaws of Crane the Company or the Purchasercomparable charter or organizational documents of any of its subsidiaries, (ii) except as disclosed in Section 4.1(d) of the Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets assets, except for conflicts, violations, or defaults individually or in the aggregate which would not have a Material Adverse Effect, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane the Company or the Purchaser any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing withwith or exemption, notice, application, or 13 certification by or to (collectively, "Consents") any federal, state or local government or any arbitrable panel or any court, tribunal, administrative or regulatory agency or commission or other governmental authority, department, bureau, commission or agency, domestic or foreign (a "Governmental Authority Entity"), is required by or with respect to Crane the Company or the Purchaser any of its subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Company or the consummation by Crane or the Purchaser Company of the transactions contemplated by this Agreement, except for (1i) the required consents listed on Section 4.1(d) of the Disclosure Schedule, (ii) the filing of the Certificate of Merger in accordance with the CBCA and similar documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), (2iv) the filing compliance with the SEC any applicable requirements of the Offer Documents Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended, and such reports under Section 13(athe rules and regulations thereunder (the "Exchange Act"), 13(d)(v) filings and approvals of applications with and by the OTS, 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; and (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4vi) such filings and consents other Consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings which the failure to make obtain or obtain which would make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Crane and its SubsidiariesEffect. As of the date hereof, taken as the Company is not aware of any reason why any applicable regulatory approvals will not be received without the imposition of any condition, restriction or term that would impose a whole, or impair burden upon the ability of Crane Company or the Purchaser Parent or have a Material Adverse Effect, it being understood that the foregoing is not intended to perform its obligations under this Agreement in apply to any material respect.such reason which relates to the Parent or the nature of Parent's business..

Authority; Noncontravention. Each of Crane and Seller has the Purchaser has all requisite corporate power and authority to enter into this Agreement and the other documents, contracts, agreements and instruments executed and delivered in connection with this Agreement or otherwise contemplated hereunder (the "Ancillary Documents") and to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Documents. This Agreement and the Ancillary Documents have been duly executed and delivered by Seller and constitute a valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms. The execution and delivery of this Agreement by Crane and the Purchaser and the consummation by them of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Crane and the Purchaser. This Agreement has been duly executed and delivered by Crane and the Purchaser and constitutes a valid and binding obligation of each of Crane and the Purchaser, enforceable against Crane and the Purchaser in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement Ancillary Documents do not, and the consummation of the transactions contemplated by this Agreement and the Ancillary Documents and compliance with the provisions of this Agreement by Crane and the Purchaser Ancillary Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material any benefit under, or result in the creation of any Lien upon Liens upon, any of the properties or assets of Crane or the Purchaser under, Seller under (i) the Certificate or Articles of Incorporation or By-laws of Crane or the Purchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Crane Seller or the Purchaser or their respective his properties or assets assets, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane Seller or the Purchaser or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, (y) impair the ability of Crane to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementIntangible Assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity, is required by or with respect to Crane or the Purchaser in connection with the execution and delivery of this Agreement and the Ancillary Documents by Crane or the Purchaser Seller or the consummation by Crane or the Purchaser Seller of the transactions contemplated by this Agreement, except for (1) Agreement and the filing of a premerger notification and report form under the HSR Act; (2) the filing with the SEC of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respectAncillary Documents.

Authority; Noncontravention. Each of Crane and the Purchaser Target Companies has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of approval of the Mergers by the stockholders of the Target Companies) to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Crane and the Purchaser Target Companies and the consummation by them the Target Companies of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Crane the Target Companies and the Purchasertheir respective Boards of Directors. This Agreement has been duly executed and delivered by Crane each of the Target Companies and, assuming the due authorization, execution and delivery by Parent and each of the Purchaser and Merger Subs, constitutes a legal, valid and binding obligation of each of Crane and the PurchaserTarget Companies, enforceable against Crane and the Purchaser each of them in accordance with its terms except as limited by (i) terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) subject, as to enforceability, to general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Crane and the Purchaser will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (as defined in Section 10.02) upon any of the properties or assets of Crane the Target Companies or the Purchaser any of its subsidiaries under, (i) the Certificate certificate of incorporation or Articles bylaws of Incorporation or By-laws either of Crane the Target Companies or the Purchasercomparable organizational documents of any of their respective subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Crane either of the Target Companies or the Purchaser any of their respective subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Crane either the Target Companies or the Purchaser any of their respective subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect material adverse effect on Crane and its Subsidiaries, taken as a whole, the Target Companies or (y) reasonably be expected to materially impair or delay the ability of Crane the Target Companies to perform its their respective obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approvalConsent, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any other tribunal (each, a "Governmental Authority Entity") is required by either of the Target Companies or with respect to Crane or the Purchaser any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Crane or the Purchaser Target Companies or the consummation by Crane or the Purchaser Target Companies of the transactions contemplated by this Agreementhereby, except for for: (1) the filing of a premerger notification and report form under the HSR Act; (2) the filing in connection, or in compliance, with the SEC provisions of the Offer Documents and such reports under Section 13(a), 13(d), 15(d) or 16(a) Hart-Scott-Rodino Antitrust Improvements Act of the Exchange Act as may be required in connection with this Agreement, the Stock Option Agreement or the Shareholder Agreements; (3) the filing of the Articles of Merger with the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Offer or the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not have a Material Adverse Effect on Crane and its Subsidiaries, taken as a whole, or impair the ability of Crane or the Purchaser to perform its obligations under this Agreement in any material respect.1976