Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.

Company Subsidiaries. Section 5.4 Schedule 4.3 lists each of the Company's directly and indirectly owned Subsidiaries (individually a "Company Subsidiary" and, collectively, the "Company Subsidiaries"). Except as set forth in Schedule 4.3, the Company does not own, directly or indirectly, any material interest in any Person. Schedule 4.3 sets forth, with regard to each of the Company Disclosure Schedule contains Subsidiaries, a true and complete list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (bi) its authorizedname and jurisdiction of incorporation, issued and outstanding formation or organization, as the case may be, (ii) its authorized capital stock stock, membership interests or other equity interests, and as the percentage case may be, (iii) the number of such shares of capital stock stock, membership interests or other equity interests, as the case may be, of each class thereof outstanding, (iv) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class owned by the Company or any a Company Subsidiary of the Company, and the identity of such owner; and (cv) any the names and titles of its managers, directors and executive officers. Except as set forth in Schedule 4.3, no shares of capital stock reserved for future issuance pursuant to outstanding options stock, membership interests or other agreementsequity interests, and as the identity case may be, or any other security (including any debt security) of all parties to any such option Company Subsidiary is held by any Person or entity other agreement. Each current Subsidiary than the Company or one or more of the Company Subsidiaries. Each Company Subsidiary is a corporation duly organizedcorporation, limited liability company or other business entity validly existing and in good standing under the laws of its the jurisdiction of incorporation its incorporation, formation or organization. Each current Subsidiary of , as the Company case may be, and has all requisite corporate the power and authority to carry on its business as it is now being conductedconducted and to own and operate the properties and assets now owned and being operated by it. Each current Subsidiary The Company has made available to HTI Acquisition complete and correct copies of each of the Company Subsidiary's certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or other organizational documents, as the case may be, as in effect on the date hereof. Each Company Subsidiary is duly qualified or licensed to do business and in good standing in each of the respective jurisdictions listed in Schedule 4.3. No Company Subsidiary is required to be qualified or licensed to do business as a foreign corporation corporation, limited liability company or organization authorized to do businessother business entity in any other jurisdiction except such jurisdictions, and is in good standingif any, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where which the failure to be so qualified or licensed would not, individually or in good standing would not the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. Without limiting the generality All outstanding membership interests of the foregoing, the current Subsidiaries of each Company Subsidiary owned by the Company are qualified to do business in the states set forth on Section 5.4 of the or a Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries Subsidiary have been duly authorized and validly issued, and are fully paid and non-assessable. Except as set forth in Schedule 4.3 and except for the LaSalle Lien, and are all outstanding equity interests in each of the Company Subsidiaries is owned by the Company or another Subsidiary one or more of the Company Subsidiaries free and clear of all Liens, and are not other than restrictions on transfer pursuant to applicable law and, subject to preemptive rights created compliance with such laws, are freely transferable. Except as set forth in Schedule 4.3, neither the Company nor any Company Subsidiary nor Alleghany is a party to or bound by statuteany contract, such agreement or arrangement with any Person (other than the Company or another Company Subsidiary's certificate ) to issue, sell or otherwise dispose of incorporationor redeem, by-laws purchase or equivalent organizational documentsotherwise acquire any equity interest in or any other security (including any debt security) of any Company Subsidiary or any other security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of any Company Subsidiary. Except as set forth in Schedule 4.3, there is no outstanding option, warrant or other right to subscribe for or to purchase, or contract, agreement or arrangement with any Person (other than the Company or another Company Subsidiary) with respect to, any equity interest in or any other security (including any debt security) of any Company Subsidiary, or any agreement to which such Subsidiary is a partyother security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of any Company Subsidiary.

Company Subsidiaries. Section 5.4 The Company has Previously Disclosed a -------------------- list of all the Company Disclosure Schedule contains a list of Subsidiaries, including the following information for each current Subsidiary of the Company: (a) the name states in which such Company Subsidiaries are organized, and if any of such Company Subsidiaries is not wholly-owned by the Company or a Company Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Company Subsidiary of the Company, and the identity of such owner; names, addresses and (c) percentage ownership by any capital stock reserved for future issuance pursuant to outstanding options other individual or corporation, partnership, joint venture, business trust, limited liability corporation or partnership, association or other agreementsorganization (each, and the identity a "Business Entity"). No equity securities of all parties to any such option or other agreement. Each current Subsidiary of the Company Subsidiaries are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. There are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and subject to no preemptive rights and, except as Previously Disclosed, are owned by the Company or a corporation duly organizedCompany Subsidiary free and clear of any liens, validly existing and encumbrances, charges, security interests, restrictions (including restrictions on voting rights or rights of disposition), defaults or equities of any character or claims or third party rights of whatever nature (collectively, "Liens"). Each Company Subsidiary is in good standing under the laws of its the jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as in which it is now being conducted. Each current Subsidiary of the Company incorporated or organized, and is duly qualified as a foreign corporation or organization authorized to do business, business and is in good standing, standing in each jurisdiction where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessarybusiness requires it to be so qualified, except where for any case in which the failure to be so duly qualified is not reasonably likely, individually or in good standing would not the aggregate, to have a Material Adverse Effect on the Company. Without limiting Except as Previously Disclosed, the generality Company does not own beneficially, directly or indirectly, any equity securities or similar interests of any Business Entity. The term "Company Subsidiary" means any Business Entity in which the Company, directly or indirectly, owns or controls 50% or more of any class of such entity's voting securities. The Company has Previously Disclosed a list of all equity securities it or a Company Subsidiary holds for its own account and not in a bona fide fiduciary capacity, as of the foregoingdate hereof, involving, in the current Subsidiaries aggregate, ownership or control of 5% or more of any class of the Company are qualified to do business in the states set forth on Section 5.4 issuer's voting securities or 25% or more of the issuer's equity (treating subordinated debt as equity). The Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear has Previously Disclosed a list of all Lienspartnerships, and are not subject to preemptive rights created by statutejoint ventures or similar entities, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, in which it or any agreement to which such Company Subsidiary is a partyowns or controls an interest.

Company Subsidiaries. Section 5.4 of SCHEDULE 3.1.2 to the Company Disclosure Schedule contains a list of Letter sets forth each Company Subsidiary and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding are fully paid and nonassessable, are owned by the Company or by another Company Subsidiary free and clear of all Liens, other restrictions and limitations on voting rights and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, or by two or more Company Subsidiaries free and clear of all Liens, other restrictions and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or ownership interest in any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementPerson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power 5 11 and authority to carry on its business as now being conducted. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject previously delivered to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.Acquiror. 3.1.3

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains 3.3 sets forth a list of all the following information for each current Subsidiary of Company Subsidiaries, including the Company: jurisdictions (awhether federal, state, local or foreign) the name in which such Company Subsidiaries are organized or qualified to do business as a foreign corporation, a brief description of such Company Subsidiary; (b) its authorized's principal activities and, issued and outstanding capital stock if any of such Company Subsidiaries is not wholly-owned by the Company or other equity interestsa Company Subsidiary, and the percentage of such capital stock or other equity interests owned by the Company or any Company Subsidiary of the Company, and the identity names, addresses and percentage ownership of any Person having an ownership interest in such owner; and (c) Company Subsidiary. No equity securities of any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company Subsidiaries are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary), and there are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and subject to no common law, statutory or contractual preemptive rights and, except as set forth on Schedule 3.3, are owned by the Company or a corporation duly organized, validly existing Company Subsidiary free and clear of any Liens. Each Company Subsidiary is in good standing under the laws of its the jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as in which it is now being conducted. Each current Subsidiary of the Company incorporated or organized, and is duly qualified as a foreign corporation or organization authorized to do business, business and is in good standing, standing in each jurisdiction (whether federal, state, local or foreign) where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessarybusiness requires it to be so qualified, except where the failure to be so duly qualified would not, individually or in good standing would not the aggregate, be reasonably likely to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states Except as set forth on Section 5.4 Schedule 3.3, the Company does not own beneficially, directly or indirectly, any equity securities or similar interests of any Person. Schedule 3.3 sets forth a list of all equity securities the Company holds, directly or indirectly, and involving, in the aggregate, ownership or control of 5% or more of any class of the Company Disclosure Schedule. All issuer's voting securities or 25% or more of the outstanding shares issuer's equity (treating subordinated debt as equity); provided, that the Company is not required to list on Schedule 3.3 any (i) securities held by it in its capacity as a broker-dealer for the benefit of capital stock or other ownership interests others, (ii) securities with a value of less than $250,000 held by it in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessableits capacity as a market maker, and are owned (iii) securities held by it for less than thirty (30) days in its capacity as a market-maker. Schedule 3.3 lists or describes in reasonable detail all partnership, joint ventures or similar entities, in which the Company owns or another Subsidiary of the Company free and clear of all Lienscontrols an interest, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws directly or equivalent organizational documents, or any agreement to which such Subsidiary is a partyindirectly.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 2.6(a) of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; which the Company owns, directly or indirectly, more than fifty percent (b50%) its authorized, issued and outstanding capital of the stock or other equity interestsinterest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”), including its form and state of organization, ownership and states in which qualified to do business, and the percentage names of such capital stock or other equity interests owned by the Company or any Subsidiary each of the Company, its officers and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementdirectors. Each current Subsidiary of the Company is a corporation corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed (to the extent such concepts are applicable) to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or in good standing licensed would not have reasonably be material to the Company and its Subsidiaries, taken as a Material Adverse Effect whole. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws (or similar charter documents), each as amended to date and in full force and effect on the Company. Without limiting the generality of the foregoingdate hereof, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulehas been Made Available. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company's current Subsidiaries have been . All outstanding shares or other equity interests of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, have been issued in compliance with all applicable Legal Requirements, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 2.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement. None of the Subsidiaries is in violation of its articles or certificate of incorporation, bylaws or other applicable constituent governing documents.

Company Subsidiaries. Section 5.4 of Schedule 3.1(b) to the Company Disclosure Schedule contains a list of Letter (as defined below) sets forth each Company Subsidiary and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth on Schedule 3.1(b) to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding capital stock or other equity interestsare fully paid and nonassessable, and the percentage of such capital stock or other equity interests are owned by the Company or by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") and (B) all equity interests in each Company Subsidiary of that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, or by two or more Company Subsidiaries free and clear of all Liens. Except for the identity capital stock of such owner; or other equity or ownership interests in the Company Subsidiaries, and (cexcept as set forth on Schedule 3.1(b) to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to ownership interest in any such option or other agreementperson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each current Subsidiary of Except as set forth on Schedule 3.1(b) to the Company Disclosure Letter, each Company Subsidiary is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company previously delivered or another Subsidiary of the Company free and clear of all Liens, and are not subject made available to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCamden.

Company Subsidiaries. Section 5.4 2.6 of the Company Disclosure Schedule contains a list lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) of the following information for each current Subsidiary securities or other interests entitled to vote on the election of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary members of the Companyboard of directors or similar governing body or otherwise has the power to direct the business and policies of any of the foregoing Persons (each, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementa “Subsidiary”). Each current Subsidiary of the Company is a corporation corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own or lease its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed (to the extent such concepts are applicable) to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or in good standing licensed would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of be material to the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Scheduleor its Subsidiaries, taken as a whole. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company's current Subsidiaries have been . Section 2.6 of the Disclosure Schedule lists the holders of all of the outstanding shares or other equity interests of each Subsidiary. All outstanding shares or other equity interests of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, any charter documents, bylaws or similar organizational documents of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Legal Requirements, charter documents, bylaws, equityholder agreements and/or other similar organizational documents, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person, or has any obligation to make an investment in any other Person. There are no options, warrants, calls, puts, subscription rights, preemptive rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver, transfer, sell, repurchase or redeem, or cause to be issued, delivered, transferred, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no Contracts or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity interests of any Subsidiary. There are no outstanding or authorized warrants, calls, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries or any bonds, debentures, notes or other indebtedness of any Subsidiary having the right to vote (or convertible into, or exchange for, securities having the right to vote) on any matters on which any equity holder of such Subsidiary may vote. Neither the Company nor any of its Subsidiaries have made or are obligated to make any future investment in or capital contribution to any Person. Neither the Company nor any of its Subsidiaries have guaranteed or are responsible or liable for any obligation of any other entity.

Company Subsidiaries. (a) Section 5.4 2.6(a) of the Company Disclosure Schedule contains a list of the following information for lists each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each current Subsidiary of the Company has all requisite corporate the power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or in good standing licensed would not have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect whole. A true, correct and complete copy of the charter documents and bylaws or other organizational documents of each Subsidiary of the Company, each as amended to date and in full force and effect on the Company. Without limiting the generality of the foregoingAgreement Date, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulehas been Made Available. All of the outstanding shares of capital stock or other ownership equity interests in of each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free are owned of record and clear beneficially by the Company. All of all Liensthe outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and are non‑assessable and not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.party or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. No Subsidiary of the Company is subject to any bankruptcy or insolvency proceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any

Company Subsidiaries. The Company has disclosed in Section 5.4 2.5 of the Disclosure Schedule each of the Company Disclosure Schedule contains Subsidiaries that is a list corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the following information for Company Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the law under which such entity is organized, each current Subsidiary jurisdiction in which it is qualified or licensed to transact business, and the amount and nature of the Company: (a) ownership interest therein). Except as disclosed in Section 2.5 of the name Disclosure Schedule, the Company owns, directly or indirectly, all of such Subsidiary; (b) its authorized, the issued and outstanding shares of capital stock (or other equity interests, and the percentage ) of such each Company Subsidiary. No capital stock (or other equity interests interest) of any Company Subsidiary is or may become required to be issued by reason of any rights, and there are no contracts by which any Company Subsidiary is bound to issue additional shares of its capital stock (or other equity interests) or rights or by which any Company Subsidiary is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary. There are no contracts relating to the rights of any Company Subsidiary to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary are fully paid and nonassessable (except as provided in 12 U.S.C. Sec.55 with respect to the Bank) and are owned directly or indirectly by the Company or free and clear of any Subsidiary lien. Except as disclosed in Section 2.5 of the CompanyDisclosure Schedule, each Company Subsidiary is a national banking association, corporation, limited liability company, limited partnership or limited liability partnership, and the identity of each such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Company Subsidiary of the Company is a corporation duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organization. Each current Subsidiary of organized, and has the Company has all requisite corporate or entity power and authority necessary for it to own, lease, and operate its assets and to carry on its business as it is now being conducted. Each current Company Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is entity in good standing, standing in each jurisdiction the States of the United States and foreign jurisdictions where the character of its properties owned or held under lease assets or the nature or conduct of its activities makes such qualification necessary, except where the failure business requires it to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partylicensed.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interestsEach Company Subsidiary is a corporation, and the percentage of each such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing existing, and is in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary Laws of the Company jurisdiction in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease, and operate its material Assets and to carry on its business as it is now being conducted. Each current Company Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is entity in good standing, standing in each jurisdiction the States of the United States and foreign jurisdictions where the character of its properties owned or held under lease Assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for jurisdictions in which the failure to be so qualified or in good standing licensed would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleMemorandum sets forth all jurisdictions in which each Company Subsidiary is qualified to transact business as a foreign corporation. All Company has no Subsidiaries other than those set forth in Section 5.4 of the Company Disclosure Memorandum. Company or one of its Subsidiaries owns the amount of the issued and outstanding shares of capital stock (or other ownership interests equity interests) of each Subsidiary as set forth in each Section 5.4 of the Company's current Subsidiaries have been duly authorized Company Disclosure Memorandum and validly issuedsuch shares are the sole outstanding shares of capital stock of such Subsidiaries. No capital stock (or other equity interests) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. No Company Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and non-assessable, nonassessable under the applicable Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or another Subsidiary of the Company Entity free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyLien.

Company Subsidiaries. (a) Section 5.4 2.4(a) of the Disclosure Letter sets forth a complete and correct list, both before and after giving effect to the Restructuring, of each Subsidiary of the US Company, JV Holdco and the NL Company. The authorized and outstanding equity securities of each Company Subsidiary is as set forth in Section 2.4(a) of the Disclosure Letter. The US Company, the JV Holdco or the NL Company, as applicable, is (or, after the Restructuring, will be), directly or indirectly, the record and beneficial owner of all of the issued and outstanding equity securities of each Company Subsidiary or the applicable Subsidiary of the Company Disclosure Schedule contains a list Joint Venture Entities, as applicable, in each case free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws or such Company Subsidiary’s Charter Documents, or the following information for each current Charter Documents of such Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorizedCompany Joint Venture Entities, as applicable. All issued and outstanding capital stock equity securities of each such Company Subsidiary or of each such Subsidiary of the Company Joint Venture Entities, as applicable, are duly authorized and validly issued in accordance with applicable Laws, or pursuant to valid exemption therefrom, and such Company Subsidiary’s Charter Documents or the Charter Documents of such Subsidiary of the Company Joint Venture Entities, as applicable, and in each case, are fully paid (to the extent such concept is applicable or required by such Charter Documents), non-assessable (to the extent such concept is applicable) and were not issued in violation of any preemptive rights, rights of first refusal or other equity interestssimilar rights of any Person. There are no outstanding shares, and the percentage of such capital options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other equity interests owned by the rights, Contracts or commitments, in each case, pursuant to which any Company Subsidiary or any Subsidiary of the CompanyCompany Joint Venture Entities is or may be obligated to issue, and the identity of sell or deliver any securities or interest thereof in such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options Company Subsidiary or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organizedJoint Venture Entities, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationas applicable. Each current Subsidiary Except for equity securities of the Company has all requisite corporate power Subsidiaries and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do businessJoint Venture Entities, and is in good standing, in each jurisdiction where neither the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the US Company. Without limiting the generality of the foregoing, the current Subsidiaries of JV Holdco nor the NL Company are qualified to do business owns, directly or indirectly, any equity interest in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyPerson.

Company Subsidiaries. Section 5.4 Schedule 3.1(b) of the Company Disclosure Schedule contains Letter sets forth each Subsidiary of the Company and its respective jurisdiction of formation, each owner and the respective amount of such owner’s equity interest in such Subsidiary, and a list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All the following information for outstanding shares of capital stock of each current Subsidiary of the Company that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, by another Subsidiary of the Company or by the Company and another Subsidiary of the Company: , free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (a) the name of such Subsidiary; (b) its authorizedcollectively, issued and outstanding capital stock or “Liens”), other equity intereststhan Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the percentage right to vote, sell, transfer, register or otherwise dispose of such capital stock or other the shares), and all equity interests in each Subsidiary of the Company that is a partnership, limited liability company or business trust are owned by the Company, by another Subsidiary of the Company, or by the Company and another Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary of the Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of organization and has the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership, operation or leasing of its properties makes such qualification qualification, licensing or good standing necessary, except other than in such jurisdictions where the failure to be so qualified qualified, licensed or in good standing would not not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Except for interests in the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business and investments in short-term investment securities, neither the states set forth on Section 5.4 Company nor any Subsidiary of the Company Disclosure Schedule. All of the outstanding shares of owns directly or indirectly any capital stock or other ownership interests interest (equity or debt) in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyother Person.

Company Subsidiaries. Section 5.4 of the The Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorizedall corporations, issued and outstanding capital stock partnerships, limited liability companies, joint ventures or other equity interestsbusiness associations or entities, and the percentage of foreign or domestic, in which Company, directly or indirectly, owns an interest (such capital stock corporations, partnerships, limited liability companies, joint ventures or other equity interests owned by business entities, the financial statements of which are included in the consolidated financial statements of Company or any Subsidiary of prepared in accordance with GAAP, being hereinafter referred to as the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement"Company Subsidiaries"). Each current Company Subsidiary of the Company that is a corporation is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationincorporation. Each current Company Subsidiary that is a partnership or limited liability company is duly formed and validly existing under the laws of its jurisdiction of formation. Each Company Subsidiary has the Company has all requisite corporate power and authority or the partnership power or the limited liability company power, as the case may be, to carry on its business as it is now being conducted or presently proposed to be conducted. Each current Company Subsidiary of the Company that is a corporation is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the a failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Each Company Subsidiary that is a partnership or limited liability company is duly qualified as a foreign partnership or limited liability company authorized to do business, and is in good standing standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where a failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleEffect. All of the outstanding shares of capital stock of the Company Subsidiaries that are corporations are validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of, or other ownership interests in in, each of the Company Subsidiaries are owned, directly or indirectly, by Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liensany liens, claims, charges or encumbrances. There are not now, and are at the Effective Time there will not subject to preemptive rights created by statutebe, such Subsidiary's certificate of incorporationany outstanding options, by-laws warrants, subscriptions, calls, rights, convertible securities or equivalent organizational documents, other agreements or commitments obligating Company or any agreement Company Subsidiary to which such Subsidiary is a partyissue, transfer or sell any securities of any Company Subsidiary.

Company Subsidiaries. Section 5.4 The Company has disclosed in Exhibit 21.1 to its Annual Report on Form 10-K for the year ended December 31, 2004 (including the other documents incorporated by reference therein, the “2004 Annual Report”) all of the Company Disclosure Schedule contains a list Subsidiaries (as defined below) as of the following information for each current Subsidiary date of this Agreement. The Company or one of the Company: (a) Company Subsidiaries owns all of the name of such Subsidiary; (b) its authorized, issued and outstanding shares of capital stock of each Company Subsidiary. No equity securities of any Company Subsidiary are or may become required to be issued (other than to the Company or another Company Subsidiary) by reason of any rights, agreements, arrangements or commitments of any character and there are no contracts by which any Company Subsidiary is bound to issue (other than to the Company or another Company Subsidiary) additional shares of its capital stock or rights or by which the Company or any Company Subsidiary is or may be bound to transfer any shares of the capital stock of any Company Subsidiary (other equity intereststhan to the Company or another Company Subsidiary). There are no contracts relating to the rights of the Company or any Company Subsidiary to vote or to dispose of any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock of each Company Subsidiary held by the Company or a Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and the percentage issuance of the foregoing has not been made in violation of any preemptive rights in favor of others under the applicable corporation law of the jurisdiction in which such capital stock Company Subsidiary is incorporated or other equity interests organized and are owned by the Company or the Company Subsidiary free and clear of any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementlien. Each current Company Subsidiary of the Company is a corporation and is duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organization. Each current Subsidiary of organized, and has the Company has all requisite corporate power and authority necessary for it to own, lease, and operate its assets and to carry on its business as it is now being conducted. Each current Company Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is in good standing, standing in each jurisdiction the States of the United States and foreign jurisdictions where the character of its properties owned or held under lease assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in good standing would not have the aggregate, a Company Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyEffect.

Company Subsidiaries. Section 5.4 3.4 of the Disclosure Schedules sets forth each of the Company Disclosure Schedule contains a list of Subsidiaries, the following information for each current Subsidiary of Business conducted by the Company: (a) the name of such Company Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage applicable state of such capital stock or other equity interests owned by the Company or any Subsidiary formation. Except as shown on Section 3.4 of the CompanyDisclosure Schedule, and the identity no Company owns, directly or indirectly, any ownership interests of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options Person or other agreements, and the identity of all parties to any such option or other agreementbusiness. Each current Company Subsidiary of the Company is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the state of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company formation, and has all requisite full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business Business as it has been and is now being currently conducted. Each current Subsidiary Section 3.4 of the Disclosure Schedules sets forth each jurisdiction in which each Company Subsidiary is duly licensed or qualified as a foreign corporation or organization authorized to do business, and each Company Subsidiary is in good standing, in each jurisdiction where the character of its properties owned duly licensed or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business and is in good standing in each jurisdiction in which the states set forth on Section 5.4 properties owned or leased by it or the operation of the Company Disclosure Scheduleits Business as currently conducted makes such licensing or qualification necessary. All of the outstanding shares of capital stock Seller, directly or other ownership interests in indirectly through each of the Company's current Subsidiaries have been duly authorized Companies, is the record owners of and validly issuedhas good and valid title to the ownership interests of each Company Subsidiary, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all LiensEncumbrances. There are no outstanding or authorized options, and are not subject warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to preemptive rights created by statuteany ownership interests in any Company Subsidiary or obligating Seller, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, any Company or any agreement Company Subsidiary to which such issue or sell any of its ownership interests in the Subsidiaries. Other than the respective Formation Documents of the Subsidiaries, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the ownership interests in the Subsidiaries. All corporate actions required to be taken by each Company Subsidiary is a partyin connection with this Agreement and the other Transaction Documents have been or will be duly authorized on or before the Closing. Complete and correct copies of the Formation Documents, including the limited liability company or operating agreement, of each Company Subsidiary have been made available to Buyer.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 3.6(a) of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; (b) its authorizedwhich the Company owns, issued and outstanding capital directly or indirectly, more than 50% of the stock or other equity interests, and interest entitled to vote on the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary election of the Companymembers of the board of directors or similar governing body (each, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementa “Subsidiary”). Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted, except where the failure to have such corporate power would not, individually or in the aggregate, have a Company Material Adverse Effect. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or licensed would not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect Effect. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the CompanyAgreement Date, has been Made Available. Without limiting The Company is the generality sole direct and indirect beneficial and record owner of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the all outstanding shares of capital stock or other ownership equity interests in of each Subsidiary. All outstanding shares of the Company's current Subsidiaries have been capital stock or other equity interests of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the Agreement Date.

Company Subsidiaries. Section 5.4 Except for the Subsidiaries, and through Emerald GRB, LLC’s ownership of 45% of the Company Disclosure Schedule contains a list general partner partnership interest and 37.24188% of the following information for each current Subsidiary limited partner partnership interest in Sxxxxx Dome Gathering, LLLP, the Company does not own, directly or indirectly, any equity or long-term debt securities of any Person. Each of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company Subsidiaries is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary Laws of the Company state of Colorado and has all requisite full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is now being currently conducted. Each current Subsidiary Schedule 3.04 of the Company Disclosure Schedules sets forth each jurisdiction in which each Subsidiary is duly licensed or qualified as a foreign corporation or organization authorized to do business, and each Subsidiary is in good standing, in each jurisdiction where the character of its properties owned duly licensed or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business and is in good standing in each jurisdiction in which the states set forth properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken by each Subsidiary in connection with this Agreement and the other Transaction Documents will be duly authorized on Section 5.4 of or prior to the Company Disclosure ScheduleClosing. All of the outstanding shares membership units of capital stock or other ownership interests in each of the Company's current Subsidiaries Subsidiary have been duly authorized and authorized, are validly issued, are fully paid and non-assessableassessable (except as non-assessability may be affected by certain provisions of the Colorado Limited Liability Company Act), and are owned of record and beneficially by the Company or another Subsidiary of the Company Company, free and clear of all LiensEncumbrances, except for those Encumbrances set forth in Schedule 3.04 of the Disclosure Schedules. Upon consummation of the transactions contemplated by this Agreement, the Company shall own all of the membership units of each Subsidiary, free and clear of all Encumbrances, except as otherwise set forth on Schedule 3.04 of the Disclosure Schedules. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the equity of the Subsidiaries or obligating any Subsidiary or the Company to issue or sell any equity in a Subsidiary. Each Subsidiary does not subject have outstanding or authorized any equity appreciation, phantom equity, profit participation or similar rights. There are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to preemptive rights created by statute, such Subsidiary's certificate the voting or transfer of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyof the membership units.

Company Subsidiaries. Section 5.4 7.4 of the Company Disclosure Schedule contains a list Schedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary on the following information for each current Subsidiary date of the Company: this Agreement (a) the name its jurisdiction of such Subsidiary; organization, (b) the class(es) of its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock authorized shares or other equity interests owned by the Company or any Subsidiary of the Company(if applicable), and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to the ownership percentage of issued and outstanding options shares or other agreementsequity interests by the record holders thereof. The foregoing represents all of the issued and outstanding equity interests of the Target Companies as of the date of this Agreement. All of the outstanding equity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the identity Target Companies free and clear of all parties to any Liens (other than those, if any, imposed by such option Company Subsidiary’s Organizational Documents or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessaryapplicable Laws), except where the failure to be so qualified would not, individually or in good standing would not have the aggregate, reasonably be expected to be material to the Target Companies, taken as a Material Adverse Effect on the Companywhole. Without limiting the generality As of the foregoingdate of this Agreement, there are no Contracts to which the current Subsidiaries Company or any of the Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. As of the date of this Agreement, there are qualified no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to do business in which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the states set forth issuance or redemption of any equity interests of any Company Subsidiary. As of the date of this Agreement, there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. As of the date of this Agreement, other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 5.4 7.4 of the Company Disclosure Schedule. All Schedules, as of the outstanding shares date of capital stock this Agreement: (i) no Target Company owns or other ownership has any rights to acquire, directly or indirectly, any equity interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documentsof, or otherwise Control, any agreement to which such Subsidiary Person, (ii) no Target Company is a partyparticipant in any joint venture, partnership or similar arrangement and (iii) there are no outstanding contractual obligations of a Target Company to provide funds to or make any loan or capital contribution to any other Person.

Company Subsidiaries. Section 5.4 Schedule 3.1(b) of the Disclosure Letter of such Company Disclosure Schedule contains sets forth each Subsidiary of such Company and its respective jurisdiction of formation, each owner and the respective amount of such owner’s equity interest in such Subsidiary, and a list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All the following information for outstanding shares of capital stock of each current Subsidiary of the such Company that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by such Company: (a) the name , by another Subsidiary of such Subsidiary; Company or by such Company and another Subsidiary of such Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (bcollectively, “Liens”) its authorizedand free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, issued sell, transfer, register or otherwise dispose of the shares), and all equity interests in each Subsidiary of such Company that is a partnership, limited liability company or business trust are owned by such Company, by another Subsidiary of such Company, or by such Company and another Subsidiary of such Company, free and clear of all Liens and free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding capital stock options, warrants or other equity interests, and the percentage rights to acquire ownership interests of such capital stock or other equity interests owned by the Company or from any Subsidiary of the such Company, and the identity . Each Subsidiary of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted and each Subsidiary of such Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of organization and has the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the such Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership, operation or leasing of its properties makes such qualification qualification, licensing or good standing necessary, except other than in such jurisdictions where the failure to be so qualified qualified, licensed or in good standing standing, individually or in the aggregate, would not have a Material Adverse Effect on the such Company. Without limiting Except for interests in the generality of the foregoing, the current Subsidiaries of the such Company are qualified to do business and investments in the states set forth on Section 5.4 short-term investment securities, neither such Company nor any Subsidiary of the such Company Disclosure Schedule. All of the outstanding shares of owns directly or indirectly any capital stock or other ownership interests interest (equity or debt) in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyother Person.

Company Subsidiaries. Section 5.4 The Company has Previously Disclosed in Schedule 4.01(D) a list of all the Company Subsidiaries, including the state of organization and principal business activities of each such Company Subsidiary. Each of the Company Disclosure Schedule contains Subsidiaries that is a list bank is an "insured depository institution" as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. No equity securities of any of the following information for each current Subsidiary Company Subsidiaries are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. There are no contracts, commitments, understandings or arrangements by which any of the Company: (a) Company Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the name rights of the Company or the Bank, as applicable, to vote or to dispose of such Subsidiary; (b) its authorized, issued and outstanding shares. All of the shares of capital stock of each Company Subsidiary held by the Company or other equity interests, a Company Subsidiary are fully paid and the percentage of such capital stock or other equity interests nonassessable and subject to no preemptive rights and are owned by the Company or a Company Subsidiary free and clear of any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementLiens. Each current Company Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as in which it is now being conducted. Each current Subsidiary of the Company incorporated or organized, and is duly qualified as a foreign corporation or organization authorized to do business, business and is in good standing, standing in each jurisdiction where its ownership or leasing of property or the character conduct of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where business requires it to be so qualified and in which the failure to be so duly qualified is reasonably likely, individually or in good standing would not the aggregate, to have a Material Adverse Effect on the Company. Without limiting Except as Previously Disclosed in Schedule 4.01(D), the generality Company does not own beneficially, directly or indirectly, any equity securities or similar interests of any Business Entity. The Bank is a member of the foregoing, Bank Insurance Fund (the current Subsidiaries "BIF") of the Company are qualified to do business Federal Deposit Insurance Corporation (the "FDIC"). The Bank is a member in the states set forth on Section 5.4 good standing of the Federal Home Loan Bank of New York (the "FHL Bank"). The term "Company Disclosure Schedule. All Subsidiary" means any Business Entity (including the Bank), five percent or more of the outstanding shares equity interests of capital stock which are owned directly or other ownership interests in each of indirectly by the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.

Company Subsidiaries. (a) Section 5.4 2.6(a) of the Company Disclosure Schedule contains a list of the following information for lists each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each current Subsidiary of the Company has all requisite corporate the power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification necessary, or license necessary to the Company’s business as currently conducted except where the failure to be so qualified and licensed to do business and in good standing, individually or in good standing the aggregate with any such other failures, would not have reasonably be expected to result in a Company Material Adverse Effect on to the Company. Without limiting the generality A true, correct and complete copy of the foregoing, the current Subsidiaries charter documents and bylaws or other organizational documents of each Subsidiary of the Company are qualified Company, each as amended to do business date and in full force and effect on the states set forth on Section 5.4 of the Company Disclosure Scheduledate hereof, has been Made Available. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary of the Company are owned of record and beneficially by the Company's current Subsidiaries have been . All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. No Subsidiary of the Company is threatened with or subject to any bankruptcy or insolvency proceedings or is or likely to become unable to pay its due debts upon their maturity. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company. Section 2.6(a) of the Disclosure Schedule lists the directors and officers and other equity interest holders, if applicable, of each Subsidiary of the Company as of the date of this Agreement. Any Subsidiaries that are not wholly owned by the Company are controlled by the Company and consolidated with the Company in the Financials.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 2.6(a) of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; which the Company owns, directly or indirectly, more than fifty percent (b50%) its authorized, issued and outstanding capital of the stock or other equity interestsinterest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”), including its form and state of organization, ownership and states in which qualified to do business, and the percentage names of such capital stock or other equity interests owned by the Company or any Subsidiary each of the Company, its officers and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementdirectors. Each current Subsidiary of the Company is a corporation corporation, limited liability company or similar legal entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdiction) under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed (to the extent such concepts are applicable) to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or in good standing licensed would not have reasonably be material to the Company and its Subsidiaries, taken as a Material Adverse Effect whole. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws (or similar charter documents), each as amended to date and in full force and effect on the Company. Without limiting the generality of the foregoingdate hereof, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulehas been Made Available. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary are owned of record and beneficially by the Company or a wholly owned Subsidiary of the Company's current Subsidiaries have been . All outstanding shares or other equity interests of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.party or by which it is bound, have been issued in compliance with all applicable Legal Requirements, and are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the First Merger Surviving Corporation and/or the Second Merger Surviving Entity of such Subsidiary’s business as presently conducted. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating such Subsidiary to issue, deliver,

Company Subsidiaries. (a) Section 5.4 2.6(a)(i) of the Disclosure Schedule lists each Subsidiary of the Company Disclosure Schedule contains a list along with its jurisdiction of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock incorporation or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementorganization. Each current Subsidiary of the Company is a corporation duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each current Subsidiary of the Company has all requisite corporate the power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business require such qualification necessaryqualifications or licenses (except in the event good standing is not an applicable concept in any such jurisdiction), except where the failure to so qualify or be so qualified or in good standing licensed would not have a Company Material Adverse Effect Effect. Except as set forth on the Company. Without limiting the generality Section 2.6(a)(ii) of the foregoingDisclosure Schedule, all of the current Subsidiaries outstanding shares or other equity interests of each Subsidiary of the Company are qualified to do business in owned of record and beneficially by the states set forth on Section 5.4 of the Company Disclosure ScheduleCompany. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary of the Company's current Subsidiaries have been Company are duly authorized and authorized, validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, assessable and are not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company.

Company Subsidiaries. Section 5.4 of SCHEDULE 3.1(b) to the Company Disclosure Schedule contains a list of Letter (as defined below) sets forth each Company Subsidiary and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding capital stock or other equity interestsare fully paid and nonassessable, and the percentage of such capital stock or other equity interests are owned by the Company or by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LIENS") and (B) all equity interests in each Company Subsidiary of that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, or by two or more Company Subsidiaries free and clear of all Liens. Except for the identity capital stock of such owner; or other equity or ownership interests in the Company Subsidiaries, and (cexcept as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to ownership interest in any such option or other agreementperson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each current Subsidiary of Except as set forth on SCHEDULE 3.1(B) to the Company Disclosure Letter, each Company Subsidiary is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company previously delivered or another Subsidiary of the Company free and clear of all Liens, and are not subject made available to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCamden.

Company Subsidiaries. Section 5.4 3.2 of the disclosure letter, dated the date hereof, delivered by the Company to Equity One prior to the execution of this Agreement setting forth certain matters referred to in this Agreement (the "Disclosure Letter"), sets forth each subsidiary of the Company Disclosure Schedule contains a list of and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth in Section 3.2 of the Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each subsidiary of the Company that is a corporation have been validly issued and outstanding are fully paid and nonassessable, are owned by the Company or by another subsidiary of the Company free and clear of all liens, claims, encumbrances and limitations on voting rights and (B) all equity interests in each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another subsidiary of the Company, or by the Company and another subsidiary of the Company, or by two or more subsidiaries of the Company free and clear of all liens, claims, encumbrances and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the subsidiaries of the Company (the "Subsidiary Securities"), and except as set forth in Section 3.2 of the Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity interests, and the percentage of such capital stock or ownership interest in any other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreemententity. Each current Subsidiary subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each current Subsidiary subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, the current Subsidiaries Bylaws, organization documents and partnership and joint venture agreements of each subsidiary of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject previously delivered to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyEquity One.

Company Subsidiaries. Section 5.4 The Company owns all of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests, and ) of each of the percentage other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of such Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interests interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company, is or may become required to be issued (other than to another Company Subsidiary) by reason of any Rights, and there are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the Company or any of the Company Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which the Company or any of the Company Subsidiaries is or may be bound to transfer any shares of the capital stock (or other equity interests) of any of the Company or any of the Company Subsidiaries (other than to the Company or any of the Company Subsidiaries). There are no Contracts relating to the rights of the Company or any Company Subsidiary which is wholly-owned by the Company or any which would qualify as a Significant Subsidiary of the Company, and to vote or to dispose of any shares of the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options (or other agreementsequity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other equity interests) of each Company Subsidiary which would qualify as a Significant Subsidiary of the Company and held by the Company or any Company Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock of Merger Subsidiary, and none of the identity issued and outstanding stock of all parties to any such option or other agreementCompany Subsidiary which qualifies as a Significant Subsidiary of the Company, has been issued in violation of any preemptive rights of any Person. Each current Company Subsidiary is either a bank, partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company is a corporation duly organized, validly existing and (as to corporations) in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary Laws of the Company jurisdiction in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as it is now being conducted. Each current Company Subsidiary which qualifies as a Significant Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is in good standing, standing in each of the States of the United States and in each foreign jurisdiction where the character of its properties owned or held under lease Assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in good standing would not have the aggregate, a Material Adverse Effect on the Company. Without limiting the generality The minute book and other organizational documents (and all amendments thereto) for each of the foregoingCompany, the current Subsidiaries Merger Subsidiary and each Company Subsidiary that qualifies as a Significant Subsidiary of the Company, have been made available to TBI for its review, and are true and complete in all material respects as in effect as of the date of this Agreement. A true, accurate and complete list of each Company are qualified to do business Subsidiary is included in the states set forth on Section 5.4 7.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyMemorandum.

Company Subsidiaries. Section 5.4 The Company owns all of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests, and ) of each of the percentage other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of such Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interests interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company, is or may become required to be issued (other than to another Company Subsidiary) by reason of any Rights, and there are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the Company or any of the Company Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which the Company or any of the Company Subsidiaries is or may be bound to transfer any shares of the capital stock (or other equity interests) of any of the Company or any of the Company Subsidiaries (other than to the Company or any of the Company Subsidiaries). There are no Contracts relating to the rights of the Company or any Company Subsidiary which is wholly-owned by the Company or any which would qualify as a Significant Subsidiary of the Company, and to vote or to dispose of any shares of the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options (or other agreementsequity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other equity interests) of each Company Subsidiary which would qualify as a Significant Subsidiary of the Company and held by the Company or any Company Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock of Merger Subsidiary, and none of the identity issued and outstanding stock of all parties to any such option or other agreementCompany Subsidiary which qualifies as a Significant Subsidiary of the Company, has been issued in violation of any preemptive rights of any Person. Each current Company Subsidiary is either a bank, partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company is a corporation duly organized, validly existing and (as to corporations) in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary Laws of the Company jurisdiction in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as it is now being conducted. Each current Company Subsidiary which qualifies as a Significant Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is in good standing, standing in each of the States of the United States and in each foreign jurisdiction where the character of its properties owned or held under lease Assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in good standing would not have the aggregate, a Material Adverse Effect on the Company. Without limiting the generality The minute book and other organizational documents (and all amendments thereto) for each of the foregoingCompany, the current Subsidiaries Merger Subsidiary and each Company Subsidiary that qualifies as a Significant Subsidiary of the Company, have been made available to Bancorp for its review, and are true and complete in all material respects as in effect as of the date of this Agreement. A true, accurate and complete list of each Company are qualified to do business Subsidiary is included in the states set forth on Section 5.4 7.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyMemorandum.

Company Subsidiaries. Section 5.4 (a) Subsection 4.4(a) of the Company Disclosure Schedule contains a list Memorandum lists all material Subsidiaries of the following information for each current Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company: (a) Company Disclosure Memorandum, all of the name outstanding shares of such Subsidiary; (b) its authorized, issued and outstanding capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other equity interests, and than to the percentage Company or another Material Company Subsidiary) by reason of such any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or other equity interests arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any Subsidiary of the Companyclaim, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options lien or other agreements, and the identity of all parties to any such option or other agreementencumbrance. Each current Material Company Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organization. Each current Subsidiary of organized, has the Company has all requisite corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted. Each current Subsidiary of the Company , and is duly qualified as a foreign corporation or organization authorized to do business, business and is in good standing, standing in each jurisdiction where the character states of the United States in which the ownership of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness requires it to be so qualified, except where for such jurisdictions in which the failure to be so qualified or and in good standing would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality of the foregoingAs used in this Agreement, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such term "Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party."

Company Subsidiaries. Section 5.4 The Company has delivered to the Investor a true, complete and correct list of all of the Company Disclosure Schedule contains a list Subsidiaries. As of the following information for each current Subsidiary Closing after giving effect to the Restructuring, all shares of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock of each such Company Subsidiary will be owned directly or other equity interests, and the percentage of such capital stock or other equity interests owned indirectly by the Company or any Subsidiary of the Company, free and clear of all liens, encumbrances, equities or claims (“Liens”) (other than restrictions on transfer which arise under applicable Law). All of the identity issued shares of such owner; capital stock of each Company Subsidiary have been duly authorized and (c) validly issued and are fully paid and non-assessable. None of the shares of capital stock of the Company Subsidiaries were issued in violation of preemptive or other similar rights of any stockholder. Except for transfers to effect the Restructuring or as expressly provided in this Agreement or the Transaction Documents, no equity security of any of the Company Subsidiaries is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock reserved for future issuance pursuant of such Company Subsidiary, and, other than statutory rights of regulators to outstanding options acquire or obtain control of insurance entities, none of which rights have been exercised, there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. Each Company Subsidiary has been duly organized and is validly existing as a corporation or other agreements, and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and entity in good standing under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of the Company , has all requisite corporate or other power and authority to carry on own, lease and operate its properties and to conduct its business as it is now being conducted. Each current Subsidiary of the Company in all material respects and is duly qualified as a foreign corporation or organization authorized other entity to do business, transact business and is in good standing, standing in each jurisdiction where in which such qualification is required, whether by reason of the character ownership or leasing of its properties owned or held under lease property or the nature conduct of its activities makes such qualification necessarybusiness, except where the failure to so qualify or to be so qualified or in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries Except in respect of the Company are qualified to do business in Subsidiaries, the states set forth on Section 5.4 Company will not own beneficially, directly or indirectly, as of the Company Disclosure Schedule. All Pricing Date, more than 5% of the outstanding shares any class of capital stock equity securities or other ownership similar interests in each of the Company's current Subsidiaries have been duly authorized and validly issuedany corporation, are fully paid and non-assessableassociation, business entity or similar organization, and are owned by the Company is not, directly or another Subsidiary of the Company free and clear of all Liensindirectly, and are not subject a partner in any partnership or party to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyjoint venture.

Company Subsidiaries. Section 5.4 Schedule 3.4 of the Company Disclosure Schedule contains sets forth a list of the following information for each current Subsidiary of the Company: (a) the name of such Company Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and ; the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the CompanyCompany Subsidiary, and the identity of such owner; and (c) any the capital stock reserved for future issuance pursuant to outstanding options or other agreements, ; and the identity of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, and are fully paid and non-assessablepaid, nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all Lienspledges, claims, options, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, ALiens"), and are not subject to preemptive rights created by statute, such Subsidiary's certificate articles of incorporation, by-laws incorporation or bylaws or equivalent organizational documents, documents or any agreement to which such Subsidiary is a party. As used in this Agreement, a ASubsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests) and of which is owned directly or indirectly by such person.

Company Subsidiaries. Section 5.4 Schedule 4.6 of the Company Disclosure Schedule contains a list lists the Company Subsidiaries which have any interest in the assets or operations of the following information Continuing Businesses and for each current Subsidiary of the Company: such Company Subsidiary, (a) the its name and jurisdiction of such Subsidiary; creation, formation, or organization, (b) if such Company Subsidiary is a corporation, (i) the number of authorized Equity Interests of each class of its authorizedEquity Interests, (ii) the number of issued and outstanding capital stock or other equity interestsEquity Interests of each class of its Equity Interests, the names of the holders thereof, and the percentage number of Equity Interests held by each such capital stock or other equity interests owned by the Company or any Subsidiary of the Companyholder, and (iii) the identity number of such owner; Equity Interests held in treasury, and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreementsif such Company Subsidiary is not a corporation, (i) the class of Equity Interests created under such Company Subsidiary’s Organizational Documents and (ii) the identity record and beneficial holder(s) of all parties to any such option or other agreement. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure ScheduleEquity Interests. All of the issued and outstanding shares Equity Interests of capital stock or other ownership interests in each of the Company's current Subsidiaries Company Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Company Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Company Subsidiary, and (iii) are fully paid and non-assessable, . The Company and are owned by the Company or another Subsidiary Subsidiaries hold of record and own beneficially all of the outstanding Equity Interests of the Company Subsidiaries, free and clear of all Liensany Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Commitments exist or are authorized with respect to the Equity Interests of any of the Company Subsidiaries and no Commitments will arise in connection with the Transactions. There are no Contracts with respect to the voting or transfer of any Company Subsidiary’s Equity Interests. Neither the Company nor any Company Subsidiary controls, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws directly or equivalent organizational documentsindirectly, or has any agreement direct or indirect Equity Interest in any Person that is not a Company Subsidiary. No legend or other reference to which such Subsidiary is a partyany purported Encumbrance (other than any restrictions under the Securities Act and state securities Laws) appears on any certificate representing Equity Interests of any Company Subsidiary. The issued and outstanding Equity Interests of each of the Company Subsidiaries were issued in compliance with all applicable state and federal Laws.

Company Subsidiaries. Section 5.4 3.2 of the disclosure letter, dated the date hereof, delivered by the Company to Equity One prior to the execution of this Agreement setting forth certain matters referred to in this Agreement (the "Disclosure Letter "), sets forth each subsidiary of the Company Disclosure Schedule contains a list of and the following information for each current Subsidiary ownership interest therein of the Company: . Except as set forth in Section 3.2 of the Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each subsidiary of the Company that is a corporation have been validly issued and outstanding are fully paid and nonassessable, are owned by the Company or by another subsidiary of the Company free and clear of all liens, claims, encumbrances and limitations on voting rights and (B) all equity interests in each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another subsidiary of the Company, or by the Company and another subsidiary of the Company, or by two or more subsidiaries of the Company free and clear of all liens, claims, encumbrances and limitations on voting rights. Except for the capital stock of or other equity or ownership interests in the subsidiaries of the Company (the "Subsidiary Securities"), and except as set forth in Section 3.2 of the Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity interests, and the percentage of such capital stock or ownership interest in any other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreemententity. Each current Subsidiary subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each subsidiary of the Company that is a partnership, joint venture, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each current Subsidiary subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingArticles of Incorporation, the current Subsidiaries Bylaws, organization documents and partnership and joint venture agreements of each subsidiary of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject previously delivered to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyEquity One.

Company Subsidiaries. Section 5.4 (a) Subsection 4.4(a) of the Company Disclosure Schedule contains a list Memorandum lists all material Subsidiaries of the following information for each current Company (the "Material Company Subsidiaries") and all other Subsidiaries. No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities. Except as indicated in subsection 4.4(a) of the Company: (a) Company Disclosure Memorandum, all of the name outstanding shares of such Subsidiary; (b) its authorized, issued and outstanding capital stock of each such Material Company Subsidiary are owned by the Company either directly or indirectly through another Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, no equity securities of any Material Company Subsidiary may be required to be issued (other equity interests, and than to the percentage Company or another Material Company Subsidiary) by reason of such any Equity Rights for shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, there are no contracts, commitments, understandings or other equity interests arrangements by which the Company or any Material Company Subsidiary is or may be obligated to transfer any shares of the capital stock of any Material Company Subsidiary. Except as set forth in subsection 4.4(a) of the Company Disclosure Memorandum, all of the outstanding shares of capital stock of each Material Company Subsidiary held by the Company or any Material Company Subsidiary are fully paid and nonassessable and are owned by the Company or such Material Company Subsidiary free and clear of any Subsidiary of the Companyclaim, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options lien or other agreements, and the identity of all parties to any such option or other agreementencumbrance. Each current Material Company Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organization. Each current Subsidiary of organized, has the Company has all requisite corporate power and authority necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are duly qualified to do business and in good standing in the states set forth on Section 5.4 of the Company Disclosure Schedule. All United States in which the ownership of its property or the outstanding shares conduct of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.its business requires

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 3.6(a) of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; (b) its authorizedwhich the Company owns or has owned, issued and outstanding capital directly or indirectly, more than 50% of the stock or other equity interests, and interest entitled to vote on the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary election of the Companymembers of the board of directors or similar governing body (each, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementa “Subsidiary”). Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted, except where the failure to have such corporate power would not, individually or in the aggregate, have a Company Material Adverse Effect. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary, except where the failure to be so qualified or licensed would not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect Effect. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the CompanyAgreement Date, has been Made Available. Without limiting The Company is the generality sole direct and indirect beneficial and record owner of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the all outstanding shares of capital stock or other ownership equity interests in of each Subsidiary. All outstanding shares of the Company's current Subsidiaries have been capital stock or other equity interests of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the Agreement Date.

Company Subsidiaries. Each of Company and Nonpareil has -------------------- disclosed in Section 5.4 of the Company and Shareholder Disclosure Schedule contains a list Memorandum all of the following information for Company Subsidiaries that are corporations (identifying its jurisdiction of incorporation, each current Subsidiary jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and all of the Company Subsidiaries that are general or limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, Company: (a) , Nonpareil or one of their respective wholly- owned Subsidiaries owns all of the name of such Subsidiary; (b) its authorized, issued and outstanding shares of capital stock (or other equity interests, and the percentage ) of such each Company Subsidiary. No capital stock (or other equity interests interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or Entity free and clear of any Subsidiary of Lien other than under the Company, Securities Laws and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementapplicable state securities Laws. Each current Subsidiary Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, each Company Subsidiary is a corporation corporation, and each such Subsidiary is duly organizedorganized and validly existing, validly existing and (as to corporations) in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary Laws of the Company jurisdiction in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as it is now being conducted. Each current Company Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation or organization authorized to do business, and is in good standing, standing in each jurisdiction the States of the United States and foreign jurisdictions where the character of its properties owned or held under lease Assets or the nature or conduct of its activities makes such qualification necessarybusiness requires it to be so qualified or licensed, except where for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in good standing would not have the aggregate, a Company Material Adverse Effect on the CompanyEffect. Without limiting the generality of the foregoingThe minute book and other organizational documents for each Company Subsidiary have been made available to Acquiror for its review, the current Subsidiaries of the Company are qualified to do business and, except as disclosed in the states set forth on Section 5.4 of the Company and Shareholder Disclosure Schedule. All Memorandum, are true and complete in all Material respects as in effect as of the outstanding shares date of capital stock or other ownership interests this Agreement and accurately reflect in each all Material respects all amendments thereto and all Material proceedings of the Company's current Subsidiaries have been duly authorized Board of Directors and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyshareholders thereof.

Company Subsidiaries. Section 5.4 (i) The Company has Previously Disclosed a complete and correct list of all of its subsidiaries, and all shares of the outstanding capital stock of each of which are owned directly or indirectly by the Company. The subsidiaries of the Company Disclosure Schedule contains are referred to herein individually as a list of “Company Subsidiary” and collectively as the following information for each current Subsidiary of the Company: (a) the name “Company Subsidiaries.” All of such Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests shares so owned by the Company (or its subsidiaries) are fully paid and nonassessable and are owned by it free and clear of any Subsidiary lien, claim, charge, option, encumbrance or agreement with respect thereto, except for Permitted Liens. Other than the Previously Disclosed Company Subsidiaries or as otherwise Previously Disclosed, the Company does not own beneficially (the concept of “beneficial ownership” having the meaning assigned thereto in Section 13(d) of the CompanySecurities Exchange Act of 1934 (the “Exchange Act”), and the identity rules and regulations thereunder), directly or indirectly, more than 5% of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options class of equity securities or similar interests of any corporation or other agreementsentity, and the identity of all parties is not, directly or indirectly, a partner in any partnership or party to any such option or other agreementjoint venture. (ii) Each current Company Subsidiary of the Company is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company organization and has all requisite corporate corporate, company or partnership power and authority to carry on its business as it is now being presently conducted. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing (where such concept is recognized under applicable Law) in each jurisdiction where the character nature of its business or the ownership, leasing or operation of its properties owned or held under lease or the nature of its activities makes such qualification or licensing necessary, except other than where the failure to be so qualified qualified, licensed or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. (iii) “Permitted Liens” means (A) liens for Taxes, assessments and governmental charges or levies not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which, to the extent applicable, reserves have been established on the Company. Without limiting the generality of the foregoing’s financial statements in accordance with GAAP; (B) mechanics’, the current Subsidiaries of the Company carriers’, workmen’s, repairmen’s, materialmen’s, landlords’ and other statutory liens, or other liens or security interests that secure a liquidated amount that are qualified to do business being contested in good faith and by appropriate proceedings (except in the states set forth on Section 5.4 case of the Company Disclosure Schedule. All of the outstanding shares of capital stock or landlord’s liens); (C) leases, subleases and licenses and other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by agreements pursuant to which the Company or another Subsidiary of the a Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a party.lessor, sublessor or licensor; or grants

Company Subsidiaries. Section 5.4 Schedule 3.2 of the Company Disclosure Schedule contains Letter sets forth a true, correct and complete list of the following information for each current Subsidiary of the Company: (a) the name of such Company Subsidiary; (b) its authorized, issued and outstanding capital stock or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreement. Each current Company Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Company Subsidiary of has the Company has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is now being conductedbusiness. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, and is in good standing, in each jurisdiction where the character of its the properties owned owned, leased or held under lease operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing qualify would not reasonably be expected to have a Material Adverse Effect on the Company. Without such Company Subsidiary; without limiting the generality of the foregoing, the current Subsidiaries as of the Closing Date, each respective Company are Subsidiary will be so qualified to do business or licensed and in the states set forth good standing in each jurisdiction listed on Section 5.4 Schedule 3.2 of the Company Disclosure ScheduleLetter. All The Company has delivered to Acquiror's legal counsel true and complete copies of the currently effective Articles of Incorporation and Bylaws (or other comparable charter documents) of each Company Subsidiary, each as amended to date. Each Company Subsidiary is not in violation of its Articles of Incorporation or Bylaws (or other comparable charter documents), each as amended to date. The Company is the owner of all of the issued and outstanding shares of capital stock or other ownership interests in of each of the Company's current Subsidiaries have been Company Subsidiary and all such shares are duly authorized and authorized, validly issued, are fully paid and non-assessable, nonassessable. All of the issued and outstanding shares of capital stock of each Company Subsidiary are owned by the Company or another Subsidiary of the Company free and clear of all Liens, Encumbrances (other than Permitted Encumbrances) and are not subject to any preemptive rights right or right of first refusal created by statute, the Articles of Incorporation and Bylaws (or other comparable charter documents), as applicable, of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, Company Subsidiary or any agreement to which such Company Subsidiary is a partyparty or by which it is bound. There are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of capital stock of a Company Subsidiary or any securities or debt convertible into or exchangeable for capital stock of a Company Subsidiary or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or agreement. Other than the Company Subsidiaries set forth in Schedule 3.2, the Company does not have any Company Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. The Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person.

Company Subsidiaries. Section 5.4 SCHEDULE 4.3 sets forth a list of each Subsidiary of the Company Disclosure Schedule contains a list (the "COMPANY SUBSIDIARIES") and for each of the following information for each current Subsidiary Company Subsidiaries (i) its jurisdiction of the Company: incorporation, formation or organization, as applicable, and (aii) the name number of such Subsidiary; (b) its authorized, issued and outstanding shares of each class of its capital stock or other authorized, issued and outstanding equity interests, and as applicable, the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary names of the Companyholders thereof, and the identity number of shares or percentage interests, as applicable, held by each such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementholder. Each current Company Subsidiary of the Company is a corporation duly incorporated, formed or organized, as applicable, validly existing and and, where applicable, in good standing under the laws Laws of its jurisdiction of incorporation incorporation, formation or organization. Each current Subsidiary of , as applicable, has the Company has all requisite corporate or similar power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted. Each current Subsidiary of the Company , and is duly qualified as a foreign corporation qualified, authorized or organization authorized licensed to do business, and and, where applicable, is in good standingstanding in the jurisdictions in which the ownership, in each jurisdiction where the character lease or operation of its properties owned or held under lease assets or the nature conduct of its activities makes business requires such qualification necessary, or license except where the failure to be so qualified or in good standing would not have cause a Company Material Adverse Effect on the CompanyEffect. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states Except as set forth on Section 5.4 of SCHEDULE 4.3, all the Company Disclosure Schedule. All of the issued and outstanding shares of capital stock or other ownership equity interests in each of the Company's current Company Subsidiaries have been duly authorized are owned, beneficially and validly issuedof record, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company Subsidiary, free and clear of all any Liens, and the Company or a Company Subsidiary has good and valid title to such shares of capital stock or other equity interests. All of such issued and outstanding shares were duly authorized and validly issued and are not subject fully paid and nonassessable. Except as set forth on SCHEDULE 4.3, there are no outstanding subscriptions, options, warrants, calls, preemptive rights, conversion or other rights, agreements, commitments, arrangements, trusts, proxies or understandings relating to preemptive rights created by statutethe sale, such Subsidiary's certificate issuance or voting of incorporation, by-laws any shares of the capital stock or equivalent organizational documentsother equity interest of any of the Company Subsidiaries, or of any agreement securities or other instruments convertible into, exchangeable for or evidencing the right to which such purchase any shares of capital stock or other equity interests of any of the Company Subsidiaries. There are no outstanding agreements or commitments obligating the Company or any Company Subsidiary is a partyto repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of any Company Subsidiary. Other than the ownership interests in the Company Subsidiaries, neither the Company nor the Company Subsidiaries own any equity interest in any other Person.

Company Subsidiaries. (a) Section 5.4 2.6(a) of the Disclosure Schedule sets forth the name, jurisdiction of incorporation and capitalization of each Subsidiary of the Company Disclosure Schedule contains a list and the jurisdictions in which each such Subsidiary is qualified to do business. Except as set forth in Section 2.6(a) of the following information Disclosure Schedule, the Company does not own directly or indirectly any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorizedany equity or similar interest in, issued and outstanding capital stock any other corporation, partnership, limited liability company, joint venture, trust, association or other equity interests, and the percentage of such capital stock organization or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreemententity. Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of incorporation or organizationincorporation. Each current Subsidiary of the Company is duly qualified or licensed as a foreign corporation to conduct business and is in good standing under the laws of each jurisdiction listed under its name in Section 2.6(a) of the Disclosure Schedule, which jurisdictions collectively constitute every jurisdiction where the nature of such Subsidiary's business or the ownership or leasing of its properties requires such qualification or licensing, other than those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, be material to the Company. Each Subsidiary of the Company has all requisite corporate power and authority to carry on its business as it is now being conductedconducted and as it is presently proposed to be conducted and to own, lease and use the properties owned, leased and used by it. Each current All of the outstanding capital stock of each Subsidiary of the Company is duly qualified as a foreign corporation owned directly or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned indirectly by the Company or another Subsidiary of the Company free and clear of all LiensSecurity Interests and all material claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are not subject no outstanding options, rights or agreements of any kind relating to preemptive rights created by statutethe issuance, such Subsidiary's certificate sale or transfer of incorporation, by-laws any capital stock or equivalent organizational documents, or other equity securities of any agreement to which such Subsidiary is a partyto any person.

Company Subsidiaries. Section 5.4 Part 3.1 of the Company Disclosure Schedule contains lists all Subsidiaries of Company (each, a list “Company Subsidiary”) and indicates as to each the type of entity and its jurisdiction of organization. Company owns, directly or indirectly through one or more Company Subsidiaries, all of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock of each Company Subsidiary and there are no options, warrants, calls, rights, securities or other equity interests, and the percentage agreements of such capital stock or other equity interests owned any character by the which Company or any Company Subsidiary is bound, obligating Company or any Company Subsidiary to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementCompany Subsidiary. Each current Company Subsidiary of the Company is a corporation or other Entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization. Each current Subsidiary of the Company has all requisite , with full corporate power or other Entity authority to own its properties and authority to carry on its business as it is now being conducted. Each current Subsidiary of the Company conducted and is duly authorized and qualified as a foreign corporation or organization authorized to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where in which the failure to be so qualified or and in good standing would not reasonably be expected to have a Material Adverse Effect on the Companysuch Company Subsidiary. Without limiting the generality Company has made available to Parent a true and correct copy of the foregoingCertificate of Incorporation and the Bylaws or other organizational documents, as applicable, of each Company Subsidiary, each as amended to date (collectively, the current Subsidiaries “Subsidiary Organizational Documents”). No Company Subsidiary is in violation of any of the provisions of its Subsidiary Organizational Documents. At the Effective Time, Company are qualified to do business in the states set forth on Section 5.4 will own all of the issued and outstanding capital stock of VHS and there will be no options, warrants, calls, rights, securities or agreements of any character by which Company Disclosure Schedule. All of the outstanding or VHS is bound, obligating Company or VHS to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock or other ownership interests in each of the Company's current Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyVHS.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 3.6 of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; (b) its authorizedwhich the Company owns, issued and outstanding capital directly or indirectly, more than 50% of the stock or other equity interests, and interest entitled to vote on the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary election of the Companymembers of the board of directors or similar governing body (each, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementa “Subsidiary”). Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted. Each current Subsidiary of the Company is duly qualified or licensed to do business and is in good standing as a foreign corporation or organization authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified and in good standing, individually or in good standing the aggregate, would not have a Material Adverse Effect on be material to the Company. Without limiting A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the generality date of the foregoingthis Agreement, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulehas been Made Available. All of the outstanding shares of capital stock or other ownership interests in each Subsidiary are owned of record and beneficially by the Company's current Subsidiaries have been . All outstanding shares of each Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statuteLaw, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement Contract to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, or Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the current directors and officers of each Subsidiary as of the date of this Agreement.

Company Subsidiaries. (a) (i) Section 5.4 2.6(a) of the Disclosure Schedule lists each Subsidiary of the Company Disclosure Schedule contains a list along with its jurisdiction of the following information for each current Subsidiary of the Company: (a) the name of such Subsidiary; (b) its authorized, issued and outstanding capital stock incorporation or other equity interests, and the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary of the Company, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementorganization. Each current Subsidiary of the Company is a corporation duly organized, an entity validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (or in the event good standing is not an applicable concept in such jurisdiction, no proceedings have been initiated for the dissolution of such Subsidiary under the laws of its jurisdiction of incorporation or organization). Each current Subsidiary of the Company has all requisite corporate the power to own its assets and authority properties and to carry on its business as it is now being currently conducted, except where the failure to have such power would not be material to such Subsidiary. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification necessary, qualifications or licenses necessary to the such Subsidiary’s business as currently conducted except where the failure to be so qualified or in good standing licensed would not have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, the current Subsidiaries of the Company are qualified be material to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulesuch Subsidiary. All of the outstanding shares of capital stock or other ownership equity interests in of each Subsidiary of the Company are owned of record and beneficially by the Company's current Subsidiaries have been . All of the outstanding shares or other equity interests of each Subsidiary of the Company are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws or other organizational documents of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Legal Requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other equity interests of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Subsidiary of the Company.

Company Subsidiaries. Section 5.4 of the Company Disclosure Schedule contains a list of the following information for each current Subsidiary of the Company: (a) Section 3.6 of the name Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of such Subsidiary; (b) its authorizedwhich the Company owns or has owned, issued and outstanding capital directly or indirectly, more than 50% of the stock or other equity interests, and interest entitled to vote on the percentage of such capital stock or other equity interests owned by the Company or any Subsidiary election of the Companymembers of the board of directors or similar governing body (each, and the identity of such owner; and (c) any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to any such option or other agreementa “Subsidiary”). Each current Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each current Subsidiary of has the Company has all requisite corporate power to own its assets and authority properties and to carry on its business as it is now being currently conducted and as currently contemplated to be conducted. Each current Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where in which the character or location of its assets or properties owned (whether owned, leased or held under lease licensed) or the nature of its activities makes business make such qualification qualifications or licenses necessary. A true, except where the failure correct and complete copy of each current Subsidiary’s charter documents and bylaws, each as amended to be so qualified or date and in good standing would not have a Material Adverse Effect full force and effect on the Company. Without limiting the generality date of the foregoingthis Agreement, the current Subsidiaries of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedulehas been Made Available. All of the outstanding shares of capital stock each Subsidiary are or other ownership interests in each were owned of record and beneficially by the Company's . All outstanding shares of each current Subsidiaries have been Subsidiary are duly authorized and authorized, validly issued, are fully paid and non-assessable, assessable and are owned by the Company or another Subsidiary of the Company free and clear of all Liens, and are not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement Contract to which such current Subsidiary is a partyparty or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, or Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement.

Company Subsidiaries. Section 5.4 SCHEDULE 3.1(b) to the Company Disclosure Letter (as defined below) sets forth each Subsidiary of the Company Disclosure Schedule contains a list of (collectively, the following information for each current Subsidiary "COMPANY SUBSIDIARIES") and the ownership interest therein of the Company: . Except as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, (aA) all the name outstanding shares of such Subsidiary; (b) its authorized, capital stock of each Company Subsidiary that is a corporation have been validly issued and outstanding capital stock or other equity interestsare fully paid and nonassessable, and the percentage of such capital stock or other equity interests are owned by the Company or a Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LIENS") and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company or one or more Company Subsidiaries free and clear of all Liens. Except for the Companycapital stock of or other equity or ownership interests in the Company Subsidiaries, and except as set forth on SCHEDULE 3.1(b) to the identity of such owner; and (c) Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock reserved for future issuance pursuant to outstanding options or other agreements, and the identity of all parties to ownership interest in any such option or other agreementPerson. Each current Company Subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each current Subsidiary of and has the Company has all requisite corporate power and authority to carry on its business as it now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each current Company Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized licensed to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned or held under lease or in which the nature of its activities business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed, individually or in good standing the aggregate, would not have a Material Adverse Effect on the CompanyEffect. Without limiting the generality Copies of the foregoingcharter documents, bylaws, organization documents and partnership and joint venture agreements of each Company Subsidiary, each as amended to the current Subsidiaries date of the Company are qualified to do business in the states set forth on Section 5.4 of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other ownership interests in each of the Company's current Subsidiaries this Agreement, have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company previously delivered or another Subsidiary of the Company free and clear of all Liens, and are not subject made available to preemptive rights created by statute, such Subsidiary's certificate of incorporation, by-laws or equivalent organizational documents, or any agreement to which such Subsidiary is a partyCamden.