Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the a "COMPANY SUBSIDIARIESCompany Subsidiary") has been is a corporation duly organized and is incorporated, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse EffectEffect (as defined below). The Company and each Company Subsidiary is are duly qualified or licensed as a foreign corporation to do business, and is are in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it the Company and the respective Company Subsidiaries or the nature of its business their respective businesses makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. . The term "Company Material Adverse Effect" means any adverse change, circumstance or effect that, individually or in the aggregate with all other adverse changes, circumstances and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (b) including, without limitation, contingent liabilities), financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole. Section 4.01 3.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each all of the Company SubsidiarySubsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure ScheduleSubsidiaries, neither as the case may be, and the name of each other holder of any such outstanding capital stock or other equity interests and the percentage so held with respect to each such Company Subsidiary. There are no partnerships or joint venture arrangements or other business entities in which the Company nor or any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is are material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company Each of IHK and each directly and indirectly owned subsidiary of the Company IHK (the an "COMPANY SUBSIDIARIESIHK Subsidiary") has been is a corporation duly organized and is incorporated, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, a Company have an IHK Material Adverse EffectEffect (as defined below). The Company IHK and each Company IHK Subsidiary is are duly qualified or licensed as a foreign corporation to do business, and is are in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it IHK and the respective IHK Subsidiaries or the nature of its business their respective businesses makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, a Company have an IHK Material Adverse Effect. . The term "IHK Material Adverse Effect" means any adverse change, circumstance or effect that, individually or in the aggregate with all other adverse changes, circumstances and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (b) including, without limitation, contingent liabilities), financial condition or results of operations of IHK and the IHK Subsidiaries taken as a whole. Section 4.01 of the Company IHK Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiaryall of the IHK Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company IHK Subsidiary and the percentage of each Company IHK Subsidiary's outstanding capital stock or other equity interests owned by IHK and the Company IHK Subsidiaries, as the case may be, and the name of each other holder of any such outstanding capital stock or another Company Subsidiary other equity interests and (ii) an indication of whether the percentage so held with respect to each Company Subsidiary is a "Significant such IHK Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section Schedule 4.01 of the Company IHK Disclosure Schedule, neither the Company nor there are no partnerships or joint venture arrangements or other business entities in which IHK or any Company IHK Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is are material to the financial condition, results business of operations, business or prospects of the Company IHK and the Company Subsidiaries, IHK Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction State of its incorporation or organization, as the case may be, and Delaware. (b) The Company has the all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business Business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its Business requires such qualification, except where the failure to be so organized, existing qualified or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (bc) The Company has made available to Parent and Merger Sub accurate and complete copies of the Amended and Restated Certificate of Incorporation of the Company (as amended, the “Company Charter”) and Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”) as in effect on the date of this Agreement. The Company is not in violation of the Company Charter. (d) Section 4.01 3.1(d) of the Company Disclosure Schedule sets forth, as forth each Subsidiary of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Company. Each such Subsidiary is a "Significant Subsidiary" as defined corporation, duly organized, validly existing and in Regulation S-X good standing under the Exchange ActLaws of its jurisdiction of organization or incorporation. Except Each such Subsidiary has all requisite corporate power and corporate authority, to own, lease and operate their respective properties and assets and to carry on their respective businesses as set forth they are now being conducted. Each such Subsidiary is duly qualified to do business in Section 4.01 each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent, Merger Sub and each directly and indirectly owned subsidiary all other subsidiaries of the Company Parent (the "COMPANY SUBSIDIARIESParent Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect. The Company Parent, Merger Sub and each Company other Parent Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect. (b) Section 4.01 4.1 of the Company Disclosure Schedule 4 sets forth, as of the date of this Agreement, a true and complete list of each Company Parent Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 4.1 of the Company Disclosure ScheduleSchedule 4, neither the Company Parent nor any Company Parent Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company Parent and the Company Parent Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not be reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each such jurisdiction is listed in Section 4.01(a) of the disclosure letter delivered by the Company to Parent on the date of the execution of this Agreement (the "Company Disclosure Letter"). (b) Section 4.01 4.01(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, Letter contains a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization formation of each Company Subsidiary and the percentage Subsidiary. The outstanding Equity Interests of each Company Subsidiary's outstanding capital stock or other equity interests owned by of the Company or another Company Subsidiary Subsidiaries are all duly and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actvalidly authorized and issued, fully paid and nonassessable. Except as set forth in Section 4.01 4.01(b) of the Company Disclosure ScheduleLetter, (i) the Company and/or one or more of the Subsidiaries is the record and beneficial owner of all of the outstanding Equity Interests and other securities of each Subsidiary, free and clear of all Taxes and Encumbrances and (ii) neither the Company nor any Company Subsidiary directly or indirectly owns an equity any Equity Interest in, or any interest in convertible into or exchangeable or exercisable for any partnership or joint venture arrangement or other business entity that is material to the financial conditionEquity Interests in, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeany person.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Abacus is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the State of Delaware. Each of the Subsidiaries of Abacus is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of its incorporation or organization, as the case may be, and each of Abacus and its Subsidiaries has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, operate or lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, in each case except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to haveas would not, individually or in the aggregate, a Company reasonably be expected to have an Abacus Material Adverse Effect. (b) Section 4.01 All of the Company Disclosure Schedule sets forth, as outstanding shares of capital stock and other equity securities of the date Significant Subsidiaries of this AgreementAbacus have been validly issued and are fully paid and nonassessable, a true and complete list are owned, directly or indirectly, by Abacus, free and clear of all pledges and security interests. All outstanding shares of capital stock and other equity interests of each Company SubsidiarySubsidiary of Abacus owned directly or indirectly by Abacus are free and clear of all liens, together with claims or encumbrances as would, individually or in the aggregate, reasonably be expected to have an Abacus Material Adverse Effect. There are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (icontingent or otherwise) entitling any Person to purchase or otherwise acquire from Abacus or any of its Significant Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Significant Subsidiaries of Abacus. The Abacus Disclosure Letter lists the name and jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure ScheduleSignificant Subsidiaries of Abacus. (c) Except for interests in its Subsidiaries, neither the Company Abacus nor any Company Subsidiary of its Subsidiaries owns an directly or indirectly any material equity interest in any partnership Person or joint venture arrangement has any obligation or other business entity that is material made any commitment to the financial condition, results of operations, business acquire any such interest or prospects of the Company and the Company Subsidiaries, taken as a wholemake any such investment.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and each directly and indirectly owned subsidiary in good standing under the laws of the State of Delaware. Each Subsidiary of the Company (each a "Company Subsidiary" and, collectively, the "COMPANY SUBSIDIARIESCompany Subsidiaries") has been duly organized organized, and is validly existing and in good standing (to the extent applicable) standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be, . Each of the Company and each Company Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure conducted and as currently proposed by it to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in conducted. Each of the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing necessary, except for good standing necessary other than in such failures jurisdictions where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, aggregate would not have a Company Material Adverse EffectEffect on the Company. (b) Section 4.01 4.1(b) of the Company Disclosure Schedule Schedules sets forthforth a true, as of the date of this Agreement, a true correct and complete list of all of the Company Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 4.1(b) of the Company Disclosure Schedules, none of the Company and the Company Subsidiaries holds an Equity Interest in any other Entity. The Company directly, or indirectly through the ownership of a Company Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary all such Equity Interests are duly authorized, validly issued, fully paid and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actnonassessable. Except as set forth in Section 4.01 4.1(b) of the Company Disclosure ScheduleSchedules, neither all of the issued and outstanding Equity Interests of each Company Subsidiary are owned directly by the Company, or indirectly through the ownership of a Company Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Company Subsidiary or any Contract to which such Company Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Company Subsidiary, or otherwise obligating the Company nor or any Company Subsidiary owns an equity interest in to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any partnership such Equity Interests or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeSecurities.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is incorporated, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction State of its incorporation or organization, as the case may be, Delaware and has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and carry on its business as it is now being conducted. The Company has made available to Parent, prior to the execution of this Agreement, a true and complete copy of the Company’s certificate of incorporation and bylaws, as amended to the date of this Agreement, which are in full force and effect. (b) Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. (bc) Section 4.01 4.01(b) of the Company Disclosure Schedule Letter sets forth, as of the date hereof, a true and complete list of each Subsidiary of the Company, the jurisdiction of incorporation or formation of each such Subsidiary and the ownership interest of the Company and any third parties in each such Subsidiary. (d) The Company has made available to Parent, prior to the execution of this Agreement, a true and complete list copy of the organizational documents of each of its Subsidiaries, in each case, as amended to the date of this Agreement. Such certificates of incorporation, bylaws and equivalent organizational documents are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company SubsidiaryMaterial Adverse Effect. None of the Company’s Subsidiaries is in violation of any of the provisions of its certificate of incorporation, together with (i) bylaws or equivalent organizational documents except as would not, individually or in the jurisdiction aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not in violation of any of the provisions of its certificate of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholebylaws.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is incorporated, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each Company Subsidiaryall Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company or another Company Company, each other Subsidiary and (ii) an indication of whether each Company Subsidiary any other Person, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 3.01(b) of the Company Disclosure Schedule, neither . (c) Section 3.01(c) of the Company nor Disclosure Schedule lists any and all persons of which the Company Subsidiary directly or indirectly owns an equity or similar interest, or an interest in any partnership convertible into or joint venture arrangement exchangeable or other business entity that is material to exercisable for an equity or similar interest, of less than 50% of such Person (collectively, the financial condition“Investments”). The Company or a Subsidiary, results as the case may be, owns all Investments free and clear of operationsall Liens, business or prospects and there are no outstanding contractual obligations of the Company and or any Subsidiary permitting the Company Subsidiariesrepurchase, taken as redemption or other acquisition of any of its interest in the Investments or to provide funds to, or make any investment (in the form of a wholeloan, capital contribution or otherwise) in, or provide any guarantee with respect to, any Investment.

Organization and Qualification; Subsidiaries. (a) The Section 3.1 of the Company and Disclosure Schedule identifies each directly and indirectly owned subsidiary of the Company (as of the "COMPANY SUBSIDIARIES") has been date hereof and its respective jurisdiction of incorporation or organization, as the case may be. Each of the Company and each of its subsidiaries is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, organization as set forth in Section 3.1 of the case may be, Company Disclosure Schedule and has the all requisite corporate power and authority and all necessary governmental approvals to own, own lease and operate its properties and to carry on its business businesses as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore provided Acquisition or Parent with access to accurate and complete copies of 10 the charter and Bylaws (or similar governing documents), as currently in effect, of the Company and its subsidiaries. (b) Except as disclosed in Section 3.1(b) of the Company Disclosure Schedule, each of the Company Subsidiary and its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for in such failures jurisdictions where the failure to be so duly qualified or licensed and in good standing that could would not reasonably be expected to havehave a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, individually or in the aggregate, a Company term "Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with " means any change or effect (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material materially adverse to the business, growth over the next four years in "EBITDA" (earnings before interest expense, income taxes, depreciation and amortization), properties, financial condition, condition or results of operations, business or prospects operations of the Company and the Company Subsidiariesits subsidiaries, taken as a whole, or (ii) that would materially impair the ability of the Company to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its Subsidiaries is a corporation, partnership or other entity duly organized and is organized, validly existing and in good standing (to the extent applicable) in good standing under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate entity power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), ) is in good standing in each jurisdiction where in which the character nature of the properties owned, leased or operated business conducted by it or the nature ownership, leasing or operation of its business properties or assets makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of (i) the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), (ii) the Amended and Restated Bylaws of the Company (the “Company Bylaws”), and (iii) the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s Subsidiaries. There has not been any violation of any of the provisions of the Company Charter or the Company Bylaws, including all amendments thereto, or of the equivalent organizational or governing documents of any of the Company’s Subsidiaries, the Company has not taken any action that is inconsistent with any resolution adopted by the stockholders of the Company, the Company Board or any committee thereof, and no Subsidiary of the Company has taken any action that is inconsistent with any resolution of the securityholders of such Subsidiary of the Company or any equivalent governing body of such Subsidiary of the Company. (c) Section 4.01 4.1(c) of the Company Disclosure Schedule Letter sets forth, forth as of the date of this Agreementhereof a true, a true correct and complete list of each Company Subsidiarythe Company’s Subsidiaries, together with (i) the jurisdiction of incorporation organization or organization incorporation, as the case may be, of each Company Subsidiary of the Company, and the percentage jurisdictions in which each Subsidiary is qualified to conduct business. All of each Company Subsidiary's the outstanding shares of capital stock of, or other equity interests owned Equity Interests in, each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock of, or other Equity Interests in, each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company or another Company Subsidiary free and (ii) an indication clear of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actall Liens, other than Permitted Liens. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary owns an equity interest of its Subsidiaries (i) is a participant in any joint venture, partnership or joint venture similar arrangement or other business entity that (ii) has agreed or is material obligated to, directly or indirectly, make any future investment in or capital contribution or advance to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeany Person.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"i) has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction State of its incorporation or organization, as the case may be, Delaware and has the requisite corporate power and authority and all any necessary governmental approvals authority to own, operate or lease and the properties that it purports to own, operate its properties or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary (ii) is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each other jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregatecase of clause (ii) for failures which, when taken together with all other such failures, would not have a Company Material Adverse Effect. Effect (b) as defined below in this Section 4.01 4.1). Section 4.1 of the Company Disclosure Schedule sets forth, as lists each of the date of this Agreement, a true Company's Subsidiaries and complete list of each Company Subsidiary, together with (i) the jurisdiction their respective jurisdictions of incorporation or organization organization. The term "SUBSIDIARY" means any corporation or other legal entity of each which the Company Subsidiary and (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company holders of which are generally entitled to vote for the election of the board of directors or another Company Subsidiary and (ii) an indication other governing body of whether each Company Subsidiary is a such corporation or other legal entity. The term "Significant SubsidiaryCOMPANY MATERIAL ADVERSE EFFECT" as defined means any change in Regulation S-X under or effect on the Exchange Act. Except as set forth in Section 4.01 business of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material or can be reasonably expected to be materially adverse to the business, assets, properties (including intangible properties), condition (financial conditionor otherwise), results of operations, business prospects (other than changes in general economic conditions but including changes in the industry in which the Company operates), liabilities or prospects regulatory status of the Company and the Company Subsidiaries, Subsidiaries taken as a whole. The Company has previously delivered to Purchaser a complete and correct copy of each of its Certificate of Incorporation and By-Laws, as currently in effect.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the its Subsidiaries (each a “Company (the "COMPANY SUBSIDIARIES"Subsidiary”) has been is a corporation or other legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organizationorganization and has all requisite corporate or organizational, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), business in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havestanding, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent and the Purchaser true and complete copies of the currently effective amended and restated certificate of incorporation of the Company (the “Company Certificate”) and amended and restated bylaws of the Company (the “Company Bylaws”), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary. The Company is not in violation of the Company Certificate or Company Bylaws, and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company Subsidiaries are not in violation of their respective organizational or governing documents. (c) Section 4.01 3.1(c) of the Company Disclosure Schedule sets forthforth a true and complete list of the Company Subsidiaries, together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. (d) The Company has made available to Parent true and complete copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof as of the date of this Agreement) of all meetings of the Company’s stockholders, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary Board and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 committee of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeBoard.

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals could Approvals would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company Each of Parent and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a . A true and complete list of each Company Subsidiaryall of Parent's subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary subsidiary and the percentage of each Company Subsidiarysubsidiary's outstanding capital stock or other equity interests owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company or another Company Subsidiary and no later than five (ii5) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under business days after the Exchange Actdate hereof). Except as set forth in Section 4.01 2.01 of Parent Disclosure Schedule or the Company Disclosure ScheduleParent SEC Reports (as defined below), neither the Company nor Parent does not directly or indirectly own any Company Subsidiary owns an equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that association or entity, with respect to which interest Parent has invested or is material required to the financial conditioninvest $3,000,000 or more, results of operations, business or prospects excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the Company and the Company Subsidiaries, taken as a wholeoutstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) The Company and Each of the Company, each directly and indirectly owned subsidiary of the Company (a “Company Subsidiary,” or collectively, the "COMPANY SUBSIDIARIES") has been “Company Subsidiaries”), Merger Sub and the LLC is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organizationincorporation. Each of the Company, as the case may beCompany Subsidiaries, Merger Sub and has the LLC have the requisite corporate power and authority and all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Company Approvals”) necessary governmental approvals to own, lease and operate its their respective properties and to carry on its their respective business as it is now being conducted, including appropriate authorizations from the SEC, and neither the Company, any Company Subsidiary, Merger Sub nor the LLC has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the revocations or modifications, the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveor Company Approvals would not, individually or in the aggregate, have a Company Material Adverse Effect. The Effect on the Company, the Company Subsidiaries, Merger Sub, and the LLC, taken as a whole. (b) Each of the Company, each Company Subsidiary Subsidiary, Merger Sub and the LLC is duly qualified or licensed as a foreign business entity to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, the Company Subsidiaries, Merger Sub, and the LLC, taken as a whole. (bc) Section 4.01 A true and complete list of all of the Company Disclosure Schedule sets forth, Subsidiaries as of the date of this AgreementAgreement is set forth in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, a true 2003 (“Exhibit 21.1”) previously delivered or made available to Seller (including pursuant to the SEC’s website), and complete list with the exception of each Company Subsidiary, together with (i) the jurisdiction creation of incorporation or organization of each Company Subsidiary Merger Sub and the percentage LLC, there are no other Company Subsidiaries other than those listed on Exhibit 21.1. The Company and/or one or more of each the Company Subsidiary's Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests owned by of each of the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary Subsidiaries which is a "Significant Subsidiary" as defined in Regulation S-X “significant subsidiary” under Rule 12b-2 under the Exchange Act. Except as for the Company Subsidiaries set forth in Section 4.01 of on said Exhibit 21.1, the Company Disclosure Scheduledoes not directly or indirectly own any equity or similar interests in, neither the Company nor or any Company Subsidiary owns an interests convertible into or exchangeable or exercisable for any equity or similar interest in in, any partnership or corporation, partnership, joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholebusiness.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, conducted except where the failure to be so organized, existing or and in good standing or to have such power, power and authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect") or a material adverse effect ----------------------- on the ability of the Company to perform its obligations hereunder. The Notwithstanding anything to the contrary, the term "Material Adverse Effect" shall not include (i) any change, circumstance, event or effect that relates to or results primarily from the announcement or other disclosure or consummation of the transactions contemplated by this Agreement, or (ii) changes in general economic conditions, financial markets (including fluctuations in the price of shares of Company Common Stock or shares of capital stock of GEC, p.l.c.) or conditions in the telecommunications or technology sectors generally. (b) Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where (including any foreign country) in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. (bc) Section 4.01 The Company has heretofore furnished or made available to Parent complete and correct copies of the Company's Restated Certificate of Incorporation and By-Laws and the equivalent organizational documents of each of its subsidiaries listed in Schedule 4.1(c) (the "Material -------- Subsidiaries"), each as amended to the date hereof, as requested by Parent, ------------ except for certain organizational documents of non-U.S. subsidiaries that will be furnished or made available in English prior to the Effective Time. Such Restated Certificate of Incorporation, By-Laws and equivalent organizational documents are in full force and effect and no other organizational documents are applicable to or binding upon the Company or its Material Subsidiaries. The Company is not in violation of any of the provisions of its Restated Certificate of Incorporation or By-Laws and no Material Subsidiary of the Company Disclosure Schedule sets forth, as is in violation of any of the date provisions of this Agreement, such subsidiary's equivalent organizational documents. (d) The Company has heretofore furnished or made available to Parent a true complete and complete correct list of each Company Subsidiarythe subsidiaries of the Company, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and which list sets forth the percentage of each Company Subsidiary's outstanding total capital stock of or other equity interests in such subsidiaries owned by the Company, directly or indirectly. No subsidiary of the Company that is not a Material Subsidiary is, individually or another when taken together with all other subsidiaries of the Company Subsidiary that are not Material Subsidiaries, material to the business of the Company and (ii) an indication of whether each Company Subsidiary is its subsidiaries taken as a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actwhole. Except as set forth in Section 4.01 of Schedule 4.1(d), no entity in which the Company Disclosure Scheduleowns, neither the Company nor any Company Subsidiary owns an directly or indirectly, less than a 50% equity interest in any partnership is, individually or joint venture arrangement or when taken together with all other business entity that is such entities, material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiariesits subsidiaries, taken as a whole. No subsidiary of the Company that is not a Material Subsidiary has any material liabilities.

Organization and Qualification; Subsidiaries. (a) The Each of Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveApprovals would not, individually or in the aggregate, a Company Material Adverse Effectbe material to the Company. The Each of Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, a Company Material Adverse Effectbe material to the Company. (b) Company has no subsidiaries except for the corporations identified in Section 4.01 2.1(b) of the Company Disclosure Schedule sets forthSchedule. Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor be bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with hereof or as may hereafter be in effect (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined CONTRACT") under which it may become obligated to make, any future investment in Regulation S-X under the Exchange Actor capital contribution to any other entity. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Neither Company nor any Company Subsidiary of its subsidiaries directly or indirectly owns an any equity or similar interest in or any partnership interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that is material to the financial conditionbusiness, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses as now being conducted. (b) Except as publicly disclosed by the Company (which, for all purposes of this Agreement, means disclosed in filings with the SEC made prior to the date hereof), the Company has no equity interests in any corporations, partnerships, limited liability companies, trusts or similar business entities. Each of the subsidiaries listed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (each a "Subsidiary" and, collectively, "Subsidiaries") is a corporation or a limited partnership, as it is the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing or and in good standing or to have such powerpower and authority would not have a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its Subsidiaries, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company term "Material Adverse Effect. The Company and each Company Subsidiary " means any change or effect that is duly qualified or licensed is reasonably likely to do be materially adverse to the business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial conditionassets, results of operations, business operations or prospects condition (financial or otherwise) of the Company and its Subsidiaries taken as whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which the Company Subsidiaries, taken as a wholeor any of its Subsidiaries is engaged.

Organization and Qualification; Subsidiaries. (a) The Company and Schedule 2.1 identifies each directly and indirectly owned subsidiary of the Company (as of the "COMPANY SUBSIDIARIES") has been date hereof and its respective jurisdiction of incorporation or organization, as the case may be. Except as set forth in Schedule 2.1, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any interest in, any corporation, partnership, joint venture or other business association or entity other than the securities of any publicly-traded entity held for investment only and constituting less than 5% of the outstanding capital stock of any such entity. Each of the Company and its subsidiaries is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore delivered to Acquisition or Parent accurate and each complete copies of the Certificate of Incorporation and Bylaws (or similar governing documents), as currently in effect, of the Company Subsidiary and its subsidiaries. (b) Each of the Company and its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures in jurisdictions where the failure to be so duly qualified or licensed and in good standing that could would not reasonably be expected to havehave a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, individually or in the aggregate, a Company term "Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with " means any material adverse change or effect (i) on the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial conditionbusiness, results of operations, business operations or prospects condition (financial or otherwise) of the Company and the Company Subsidiariesits subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions (including, without limitation, levels of aggregate demand, interest rates, currency exchange rates and applicable tax laws), or (ii) that would impair the ability of the Company to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is a corporation or other legal entity duly organized and is incorporated or organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organizationorganization and has requisite corporate or other legal entity, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent true and complete copies of (i) the Certificate of Incorporation, as amended, of the Company (the “Company Certificate”), (ii) the By-laws, as amended, of the Company (the “Company By-laws”), and (iii) the certificate of incorporation and by-laws, or equivalent organizational documents, of each Company Subsidiary, each as in effect as of the date hereof. The Company has made available to Parent true and complete copies of all minutes prepared by the Company of meetings of the Company Board and each committee of the Company Board and the board of directors (or equivalent body) of each Company Subsidiary and any committees thereof, each since December 31, 2008; provided that such copies have been redacted to preserve attorney-client privilege or to remove material relating to (A) the consideration, negotiation and execution of this Agreement and the Merger or any other business combination with Ultimate Parent or Parent, (B) potential strategic alternatives to the Merger, and (C) the matter set forth on Section 4.01 3.1(b)(C) of the Company Disclosure Schedule sets forth, as Letter. Neither the Company nor any Company Subsidiary is in material violation of any provision of its certificate of incorporation or by-laws (or equivalent organizational document). (c) Section 3.1(c) of the date of this Agreement, Company Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, together with the jurisdictions in which they are qualified to do business and the Company’s and any other person’s interest therein. (d) Section 3.1(d) of the Company Disclosure Letter sets forth (i) the jurisdiction of incorporation or organization name of each Company Subsidiary and the percentage of each Person (other than any Company Subsidiary's outstanding capital stock or other equity interests owned by ) in which the Company or another any Company Subsidiary owns, directly or indirectly, at least 5% of the outstanding Equity Interests (each Person referred to in this clause (i), a “Company Joint Venture Entity”) and (ii) an indication the percentage of whether the Equity Interests of each such Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under Joint Venture Entity (collectively, the Exchange Act“Company Joint Venture Securities”) held by the Company, directly or indirectly. Except as provided in any partnership, joint venture, shareholder, operating or similar agreement set forth in on Section 4.01 3.1(d) of the Company Disclosure ScheduleLetter providing for the sharing of any profits, neither losses or liabilities, including each agreement relating to the Company nor formation, creation, equity or other ownership interests, operation, management or control of any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to Joint Venture Entity (collectively, the financial condition“Company Joint Venture Agreements”), results of operations, business or prospects all of the Company Joint Venture Securities owned by the Company, directly or indirectly, are owned free and clear of any Lien. Prior to the date hereof, the Company Subsidiaries, taken as has made available to Parent true and complete copies of all Company Joint Venture Agreements to which the Company or the Company Subsidiaries are a wholeparty.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its Subsidiaries is a corporation, limited liability company, partnership or other entity duly organized and is validly existing and and, where applicable, in good standing (to the extent applicable) standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where in the failure case of Subsidiaries for such failures to be so organized, existing or in good standing or to have such powerthat would not, authority and governmental approvals could not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (as defined in Section 8.7(e)) on the Company. The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and and, where applicable is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except in each case for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) Section 4.01 2.1(b) of the Company Disclosure Schedule Letter sets forth, forth a true and complete list as of the date of this Agreement, a true and complete list Agreement of each Company Subsidiaryof the Company’s Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary such Subsidiary, and the percentage of each Company Subsidiary's outstanding capital stock or other Company’s equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actinterest therein. Except as set forth in Section 4.01 2.1(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Company Subsidiary owns an equity interest in of its Subsidiaries has agreed, is obligated to make, or is bound by any partnership Contract under which it may become obligated to make any future investment in, or joint venture arrangement capital contribution or loan to, any other entity. All the outstanding share capital of, or other business entity that is material to the financial condition, results of operations, business or prospects equity interests in each Subsidiary of the Company have been validly issued, are fully paid and nonassessable and are owned, directly or indirectly, by the Company, free and clear of all Liens (as defined in Section 2.3(c)), except restrictions on transfer arising under applicable securities law. Except as set forth in Section 2.1(b) of the Company SubsidiariesDisclosure Letter, taken as of the date hereof, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person (other than a wholeSubsidiary of the Company).

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the a "COMPANY SUBSIDIARIESSubsidiary") has been is a corporation or partnership duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, power and authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse EffectEffect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. . When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or effect that, when taken together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, or condition (bfinancial or otherwise) Section 4.01 of the Company Disclosure Schedule sets forth, and the Subsidiaries taken as of the date of this Agreement, a whole. A true and complete list of each Company Subsidiaryall the Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary Subsidiary, and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company and each other Subsidiary, is set forth in Section 3.01 of the Disclosure Schedule delivered concurrently with the execution and delivery of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01 of the Disclosure Schedule, the Company does not directly or another Company Subsidiary indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for or have voting rights with respect to, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined similar interests held for investment which are not, in Regulation S-X under the Exchange Actaggregate, material to the Company. Except as set forth in Section 4.01 3.01 of the Company Disclosure Schedule, neither there are not now, and on the Tender Offer Acceptance Date there will not be, any voting trusts or other agreements or understandings to which the Company nor or any Company Subsidiary owns an equity interest in any partnership is a party or joint venture arrangement or other business entity that is bound with respect to the voting of the capital stock of the Company. No Subsidiary is material to the business, operations or condition (financial condition, results of operations, business or prospects otherwise) of the Company and the Company Subsidiaries, taken as a wholeor has any material assets or liabilities.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Disclosure Schedule sets forth in Section 3.1(a) a complete list of all Subsidiaries of the Company that are corporations (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the "COMPANY SUBSIDIARIES"number of shares owned and percentage ownership interest represented by such share ownership) has been and all of its 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 noted in Section 3.1(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is a corporation and each Subsidiary is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, organization and (as the case may be, and to corporations) has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted. Each Subsidiary of the Company which is not a corporation has all power and authority under its governing documents and the law under which it was organized to own, lease and operate its properties and to carry on its businesses as now being conducted. The minute book and other organizational documents for each of the Company and its Subsidiaries have been made available to Purchaser for its review and, except where the failure to be so organized, existing or as disclosed in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bSection 3.1(a) Section 4.01 of the Company Disclosure Schedule sets forthSchedule, are true and complete in all material respects as in effect as of the date of this Agreement, a true Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the board of directors and shareholders thereof. The Company has heretofore delivered or made available to Purchaser accurate and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 copies of the Company Disclosure ScheduleRestated Articles and Bylaws, neither the Company nor any Company Subsidiary owns an equity interest as currently in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.effect,

Organization and Qualification; Subsidiaries. (a) The Each of the -------------------------------------------- Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to havehave a material adverse effect on the business, individually assets (including intangible assets), financial condition, prospects or in results of operations of the aggregate, Company and its subsidiaries taken as a whole or on the ability of the Company to perform its obligations under this Agreement (a "Material Adverse Effect"). The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a . A true and complete list of each Company Subsidiaryall of the Company's subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary subsidiary and the percentage of each Company Subsidiarysubsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company Subsidiary and to Parent (ii) an indication of whether each Company Subsidiary is a the "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActDisclosure Schedule"). Except as set forth in Section 4.01 4.1 of the Company Disclosure ScheduleSchedule or the SEC Reports (as defined below), neither the Company nor does not directly or indirectly own any Company Subsidiary owns an equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that association or entity, with respect to which interest the Company has invested or is material required to the financial conditioninvest $100,000 or more, results of operations, business or prospects of excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the Company Subsidiaries, taken as a wholeoutstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its Subsidiaries is a corporation, limited liability company, partnership or other entity duly organized and is organized, validly existing and in good standing (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate entity power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on conduct its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), ) is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company’s amended and restated certificate of incorporation (the “Company Charter”) and amended and restated bylaws (the “Company Bylaws”), as currently in effect as of the date hereof, with all amendments thereto to the date of this Agreement, are included in the Company SEC Documents. (b) Section 4.01 3.1(b) of the Company Disclosure Schedule Letter correctly and completely sets forthforth each Subsidiary of the Company, its name, jurisdiction of incorporation or organization, and the Company’s respective (direct or indirect) ownership in each case, as of the date of this Agreement. Copies of the organizational documents of each material Subsidiary of the Company, a true with all amendments thereto to the date of this Agreement, have been made available to Parent or its representatives, and such copies are correct and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results date of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholethis Agreement.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation or legal entity duly organized and is organized, validly existing and (in those jurisdictions in which there is an applicable concept of good standing) in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted. (b) Section 3.1 of the Company Disclosure Schedule sets forth (i) a list of all subsidiaries of the Company, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or (ii) in the aggregatecase of such subsidiaries not wholly-owned by the Company (A) the identity of any other entity or person that owns, a directly or indirectly, beneficially or of record, any shares of capital stock or other security, or any option to purchase any shares of capital stock or other security, or any other investment in such entity (and all rights, privileges and preferences of any such beneficial or record holder with respect thereto, including repurchase rights, put rights, cancellation rights, co-sale rights, registration rights or other rights affecting the shares or options held by such third party), (B) the percentage ownership represented by such investment and (C) with regard to the entity in which such investment is held, all jurisdictions where such entities conduct business or own assets. The Company Material Adverse Effect. does not own, directly or indirectly, beneficially or of record, any shares of capital stock or other security of any other entity or any other investment in any entity that is not listed on Section 3.1(b) to the Company Disclosure Schedule. (c) The Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and (in those jurisdictions in which there is an applicable concept of good standing) in good standing that could has not reasonably be expected to had, and would not have, individually or in the aggregate, a Company Material Adverse EffectEffect (as defined in Section 9.11) on the Company. (bd) Section 4.01 The Company has heretofore delivered or made available to Parent accurate and complete copies of the Company Disclosure Schedule sets fortharticles or certificate of incorporation and bylaws or other similar organizational documents, as currently in effect, of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication each of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is its material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholesubsidiaries.

Organization and Qualification; Subsidiaries. Each of the Company and its subsidiaries (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a legal entity duly organized and is organized, validly existing and and, to the extent such concept is applicable, in good standing (to the extent applicable) under the laws Laws of the its respective jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it presently conducted and (b) is now being conductedqualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or present conduct of its business requires such qualification, except in each case of clauses (a) and (b), in the case of subsidiaries of the Company, where the failure to be so organizedqualified or, existing or to the extent such concept is applicable, in good standing standing, or to have such powerpower or authority, authority has not had and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 3.1 of the Company Disclosure Schedule sets forthforth the Company’s or its subsidiaries’ direct or indirect ownership interest, as of the date of this Agreement, in any Person not directly or indirectly wholly-owned by the Company, other than securities in a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned publicly traded company held for investment by the Company or another Company Subsidiary any of its subsidiaries and consisting of less than one percent (ii1%) an indication of whether each Company Subsidiary the outstanding capital stock of such Person. All “significant subsidiaries” (as such term is a "Significant Subsidiary" as defined in under Regulation S-X under X, after giving pro forma effect to the Exchange Act. Except sale of the 1,932 stores and assets related thereto (other than the distribution centers) to Walgreen Co. pursuant to the WBA Asset Purchase Agreement) (“Company Significant Subsidiaries”), and their respective jurisdictions of organization are identified as set forth such in the Company SEC Reports or on Section 4.01 3.1 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeSchedules.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is an exempted company duly organized and is organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Each Group Company (to other than the extent Company) is an exempted company, corporation, limited liability company, limited partnership or other applicable business entity duly organized, validly existing and in good standing or similar concept (if applicable) under the laws Laws of the its jurisdiction of its incorporation or organizationformation, except for such failures to be in good standing that would not reasonably be expected to be material to the Group Companies taken as the case may be, and a whole. Each Group Company has the requisite corporate company or corporate, limited liability company, limited partnership or other applicable business entity power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has delivered to Parent complete and correct copies of each Group Company’s respective Governing Documents in effect as of the Original Agreement Date, and no Group Company is in material violation of any of the provisions of its respective Governing Documents. (b) Each Group Company is duly qualified or licensed to transact business and is in good standing or similar concept (if applicable) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing or similar concept would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company conducts its insurance operations through its Subsidiaries set forth in Schedule 4.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Company Insurance Subsidiaries”). Each of the Company Insurance Subsidiaries is, where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is now required to be so licensed, authorized or eligible and (iii) duly authorized or eligible in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being conductedwritten in the Company Statutory Financial Statements, except where the failure to be so organizedlicensed, existing authorized or in good standing or to have such power, authority and governmental approvals could eligible would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results insurance operations of operations, business or prospects of the such Company and the Company Subsidiaries, taken as a wholeInsurance Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary Significant Subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or other business entity power and authority to own, lease and all necessary governmental approvals operate its properties and to carry on its business as it is now being conducted. With respect to each Subsidiary of the Company, other than a Significant Subsidiary, each such Subsidiary is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other business entity power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the for any such failure to be so organized, validly existing or in good standing or to have such power, power or authority and governmental approvals could not reasonably be expected to haveas would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect with respect to the Company. The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation, limited liability company or partnership, as the case may be, to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect with respect to the Company. (b) Section 4.01 3.01(b) of the Company Disclosure Schedule Schedules sets forth, as of the date of this Agreement, forth a list (true and complete list of each Company Subsidiary, together in all material respects with respect to the following clauses (i) and (ii) and true and complete with respect to the following clause (iii)) of: (i) each Subsidiary of the Company, (ii) the jurisdiction of incorporation or organization of each Company such Subsidiary and (iii) the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of such Subsidiary owned directly or indirectly by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under Company. Other than the Exchange Act. Except as set forth in Section 4.01 of Company’s Subsidiaries, the Company Disclosure Scheduledoes not directly or indirectly own any equity or similar interest in, neither the Company nor or any Company Subsidiary owns an interest convertible into or exchangeable or exercisable for any equity or similar interest in in, any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholePerson.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and each directly validly existing under the laws of the State of Wisconsin, and indirectly owned is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). Each subsidiary of the Company (the "COMPANY SUBSIDIARIESCompany Subsidiary" or, collectively, "Company Subsidiaries") has been is a state-chartered bank or a corporation duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction state of its incorporation organization or organization, as incorporation. Each of the case may be, Company and the Company Subsidiaries has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Company Approvals") necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, including, without limitation, appropriate authorizations from Federal Reserve Board ("FRB") the Federal Deposit Insurance Corporation (the "FDIC") and the Wisconsin Department of Financial Institutions ("DFI"), and neither the Company nor any Company Subsidiary has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the failure to be so organized, existing or in good standing or to have such power, authority authority, Company Approvals and governmental approvals could not reasonably be expected to haverevocations or modifications would not, individually or in the aggregate, be an Adverse Change in the Company (as defined in Section 9.7) and the Company Subsidiaries taken as a Company Material Adverse Effect. whole. (b) The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for where such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, be an Adverse Change in the Company and the Company Subsidiaries taken as a Company Material Adverse Effectwhole. (bc) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each all of the Company SubsidiarySubsidiaries, together with (i) the jurisdiction of incorporation or organization Company's percentage ownership of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each laws under which such Company Subsidiary is a incorporated, is set forth on Section 2.1(c) of the Disclosure Schedule delivered by the Company to the Acquiror prior to the execution of this Agreement (the "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActCompany Disclosure Schedule"). Except as set forth in on Section 4.01 2.1(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership and/or one or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects more of the Company Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Company Subsidiaries, taken as a whole.. Except for the subsidiaries set forth on Section 2.1(c) of the Company

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized, and is validly existing and, where such concept is recognized, in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries. The Company and each Company Subsidiary has the requisite corporate power and authority and all necessary governmental approvals and Company Permits necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where for such government approvals and Company Permits, the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveabsence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.01 . The Company has heretofore made available to Parent complete and correct copies of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction certificate of incorporation and by-laws (or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (iisimilar organizational documents) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the each material Company SubsidiariesSubsidiary, taken and all amendments thereto, as a wholecurrently in effect.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction State of Nevada. Each subsidiary of the Company (a "Company Subsidiary" or, collectively "Company Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, as incorporation. Each of the case may be, Company and has the Company Subsidiaries have the requisite corporate power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Company Approvals") necessary governmental approvals to own, lease and operate its their respective properties and to carry on its their respective business as it is now being conductedconducted and neither the Company nor any Company Subsidiary has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the failure to be so organized, existing or and in good standing or to have such power, authority authority, Company Approvals and governmental approvals could not reasonably be expected to haverevocations or modifications would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company. The deposit accounts of FIRSTPLUS Bank Strategic Origination, a Company Material Adverse Effect. Subsidiary and California industrial loan company, are insured by the FDIC to the extent permitted by law. (b) The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, have a Company Material Adverse EffectEffect with respect to the Company. (bc) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each all of the Company Subsidiaries, except for the Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended September 30, 1997 ("Exhibit 21") previously delivered to the Seller. The Company and/or one or more of the Company Disclosure Schedule, neither Subsidiaries owns beneficially and of record substantially all of the outstanding shares of capital stock of each of the Company nor Subsidiaries. Except for the Company Subsidiaries, set forth on Exhibit 21, the Company does not directly or indirectly own any Company Subsidiary owns an equity or similar interests in, or any interests convertible into or exchangeable or exercisable for any equity or similar interest in in, any partnership or corporation, partnership, joint venture arrangement or other business entity that is material to business, other than in the financial conditionordinary course of business, results and in no event in excess of operations, business or prospects 5% of the outstanding equity securities of such entity. (d) The minute books of the Company and each of the Company SubsidiariesSubsidiaries since December 31, 1994 contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or taken as a wholeof their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company its Subsidiaries (the "COMPANY SUBSIDIARIES"as defined below) has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may beincorporation, and has the requisite full corporate power and authority and all necessary governmental approvals authority, directly or indirectly, to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could will not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Effect (b) as defined in Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a 9.3). A true and complete list of each Company Subsidiaryall of the Company's Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary Subsidiary, the authorized capitalization of each Subsidiary, and the percentage name of each Company holder of, and the number of shares of each Subsidiary's outstanding capital stock or other equity interests owned by thereby, is set forth in Section 3.1 of the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a Disclosure Schedule. "Significant Subsidiary" means a Subsidiary of the Company which is a "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X under of the Exchange ActSEC) of the Company. Except as for the ownership interests set forth in Section 4.01 3.1 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity owns, directly or indirectly, any capital stock or other ownership interest in any partnership or joint venture arrangement or other business entity that is material person. The Company has heretofore furnished to MergerCo complete and correct copies of the financial condition, results Certificate of operations, business or prospects Incorporation and the By-laws of the Company and XTRA, Inc., a Maine corporation which is wholly owned by the Company. Such certificates of incorporation and by-laws are in full force and effect and no other organizational documents are applicable to or binding upon the Company Subsidiariesor XTRA, taken as a wholeInc. The Company and its Significant Subsidiaries are not in violation of any of the provisions of their respective certificates of incorporation, by-laws or equivalent organizational or governing documents.

Organization and Qualification; Subsidiaries. (a) The Section 2.1 of the Company and Disclosure Schedule identifies each directly and indirectly owned subsidiary of the Company (as of the "COMPANY SUBSIDIARIES") has been date hereof and its respective jurisdiction of incorporation or organization, as the case may be. Each of the Company and its subsidiaries is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore delivered to Acquisition or Parent accurate and each complete copies of the certificate of incorporation and bylaws (or similar governing documents), as currently in effect, of the Company Subsidiary and its subsidiaries. (b) Each of the Company and its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for in such failures jurisdictions where the failure to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregateaggregate have a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, a Company the term "Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with " means any change or effect (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material or is reasonably likely to be materially adverse to the financial conditionbusiness, assets, results of operations, business operations or prospects financial condition of the Company and the Company Subsidiariesits subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which the Company is engaged, or (ii) that would, or would be reasonably likely to, impair or materially delay the ability of the Company to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation or legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted and proposed by the Company to be conducted, except where the failure to be so duly organized, existing or and in good standing or to have such power, power and authority and governmental approvals could would not have or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. Effect (as hereinafter defined) on the Company. (b) The articles of incorporation of the Company are in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company or any of the Company's subsidiaries have been commenced. (c) Section 3.1(c) of the Company Disclosure Schedule sets forth: (i) each subsidiary of the Company; (ii) the legal form of each of the Company's subsidiaries including the state or country of formation; (iii) the identity and ownership interest of each of the Company's subsidiaries that is held by the Company Subsidiary or its subsidiaries, and with respect to third party owners, the identity and ownership interest as set forth in the operative documents, in each case, including but not limited to the amount of securities of such subsidiary owned by such owner; (iv) each jurisdiction in which each of the Company's subsidiaries is duly qualified or licensed to do business; and (v) each assumed name under which each of the Company's subsidiaries conducts business in any jurisdiction. Except as listed in Section 3.1(c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, beneficially or of record, any shares of stock or other security of any other entity or any other investment in any other entity, which would be a subsidiary of the Company. (d) The Company and each of its subsidiaries is duly qualified or licensed and in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that could would not have or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. (be) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 3.1(e) of the Company Disclosure Schedule, neither all the outstanding shares of capital stock or other voting securities of each of the Company's subsidiaries that is a corporation have been validly issued and are (A) fully paid and nonassessable, (B) owned by the Company nor or by one of the Company's subsidiaries, and (C) owned, directly or indirectly, free and clear of any Company Subsidiary owns an Lien (as hereinafter defined) (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all equity interest interests in any partnership or joint venture arrangement or other business entity each of the Company's subsidiaries that is material to a partnership, joint venture, limited liability company or trust which are owned by the financial conditionCompany, results by one of operations, business the Company's subsidiaries or prospects of by the Company and one of the Company SubsidiariesCompany's subsidiaries are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, taken except as may be provided as a wholematter of Law). For purposes of this Agreement, "LIEN" means, with respect to any asset (including any security), any mortgage, claim, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a legal entity duly organized and is organized, validly existing and and, to the extent such concept is applicable, in good standing (to the extent applicable) under the laws Laws of the its respective jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it presently conducted and is now being conductedqualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or present conduct of its business requires such qualification, except in each case where the failure to be so organizedqualified or, existing or to the extent such concept is applicable, in good standing standing, would not have, or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 3.1(b) of the Company Disclosure Schedule Letter sets forthforth (x) a true, correct and complete list of each of the Company’s subsidiaries, indicating its jurisdiction of organization and the ownership interest of the Company in each such subsidiary, as well as the ownership interest of any other Person or Persons in each such subsidiary and (y) a true, correct and complete list of each other corporation, partnership, limited liability company or other Person that is not a subsidiary but in which the Company, directly or indirectly, holds an equity interest (each such Person in this clause (y), a “JV Entity”), the ownership interest of the Company in each JV Entity, the jurisdiction of organization of each such JV Entity and, to the knowledge of the Company, as of the date hereof, the ownership interest of this Agreementany other Person or Persons in each such JV Entity. (c) All the outstanding shares of share capital or voting securities of, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned in, each of the Company’s subsidiaries have been validly issued and are owned, directly or indirectly, 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, and free of any other restriction (including any restriction on the right to vote, sell or another Company Subsidiary and (ii) an indication otherwise transfer or dispose of whether each Company Subsidiary is a "Significant Subsidiary" such share capital, voting securities or other equity interests), except for such transfer restrictions of general applicability as defined in Regulation S-X may be provided under the Exchange ActSecurities Act and other applicable securities Laws, and Liens that will be released on or prior to the Effective Date, and are validly issued, fully paid, non-assessable and free of preemptive rights. No such subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments or Contracts of any character calling for the purchase or issuance of shares of share capital or other equity interests of such subsidiary or any securities representing the right to purchase or otherwise receive any shares of share capital or any other equity security of such subsidiary. (d) Except as set forth in Section 4.01 3.1(b) of the Company Disclosure ScheduleLetter, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects subsidiary of the Company and owns, directly or indirectly, any share capital or voting securities of, or other equity interests in, or has any direct or indirect equity participation or similar interest in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity, nor is the Company Subsidiariesor any subsidiary of the Company under any current or prospective obligation to form or participate in, taken as a wholeprovide funds, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation to any Person (other than routine intercompany cash management practices among wholly owned subsidiaries of the Company).

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its Significant Subsidiaries is a corporation or other entity duly organized and is organized, validly existing and and, as applicable, in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveApprovals would not, individually or in the aggregate, have a Company Material Adverse EffectEffect (as defined below). The Company Each of Parent and each Company Subsidiary is its subsidiaries is, as applicable, duly qualified or licensed as a foreign corporation or other entity to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, have a Company Material Adverse Effect. . When used in this Article 4 or elsewhere in connection with Parent or any of its subsidiaries, the term "Material Adverse Effect" means any change, event or effect that is materially adverse to the business, financial condition or results of operations of Parent and its subsidiaries (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreementincluding USANi LLC, a true and complete list of each Company Subsidiary, together with (iDelaware limited liability company) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole, excluding changes in general economic conditions in the economy as a whole. Other than wholly owned subsidiaries and except as disclosed in the Parent SEC Reports (as defined in Section 4.7(a)) or Section 5.3 of the Parent Disclosure Letter, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business, association or entity.

Organization and Qualification; Subsidiaries. (a) The Each of Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to be do so organizedwould not, existing individually, or in good standing the aggregate, have a Material Adverse Effect (as defined in Section 9.3). Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals could not reasonably be expected to haveApprovals would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company. (b) Company has no subsidiaries except for the corporations identified in Section 2.1(b) of the Company Schedule. The Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing (to standing, under the extent applicable), in each jurisdiction laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its their business makes requires such qualification or licensing necessary, except for such failures and where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, qualify would have a Company Material Adverse EffectEffect on the Company. (bd) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary Amalgamation Sub is a "Significant Subsidiary" as defined in Regulation Swholly-X under the Exchange Act. Except as set forth in Section 4.01 owned subsidiary of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiarieshas no assets or liabilities and no obligations, taken other than as a wholecontemplated herein.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the each, a "COMPANY SUBSIDIARIESSubsidiary") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not prevent or materially delay consummation of the Merger or the Transaction or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each Company Subsidiaryall the Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary other Subsidiary, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 5.01(b) of the Company Disclosure Schedule. Except as disclosed in Section 5.01(b) of the Company Disclosure Schedule, neither the Company nor does not directly or indirectly own any Company Subsidiary owns an equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that is material to the financial condition, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation or legal entity duly organized and is organized, validly existing and (in those jurisdictions in which there is an applicable concept of good standing) in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted, except where . (b) Section 4.1(b)(i) of the failure to be so organized, existing or in good standing or to have such power, authority Company Disclosure Schedule sets forth (i) a list of all subsidiaries of the Company and governmental approvals could not reasonably be expected to have, individually or (ii) in the aggregatecase of such subsidiaries not wholly-owned by the Company (A) the identity of any other entity or person that owns, a directly or indirectly, beneficially or of record, any shares of capital stock or other security, or any option to purchase any shares of capital stock or other security, or any other investment in such entity (and all rights, privileges and preferences of any such beneficial or record holder with respect thereto, including repurchase rights, put rights, cancellation rights, co-sale rights, registration rights or other rights affecting the shares or options held by such third party) and the number of shares or other securities, options or other investment so owned and (B) with regard to the entity in which such investment is held, all jurisdictions where such entities conduct business or own assets. The Company Material Adverse Effect. does not own, directly or indirectly, beneficially or of record, any shares of capital stock or other security of any other entity or any other investment in any entity that is not listed on Section 4.1(b) to the Company Disclosure Schedule. (c) The Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and (in those jurisdictions in which there is an applicable concept of good standing) in good standing that could has not reasonably be expected to had, and would not have, individually or in the aggregate, a Company Material Adverse EffectEffect (as defined in Section 10.11) on the Company. (bd) Section 4.01 The Company has heretofore delivered or made available to Parent accurate and complete copies of the Company Disclosure Schedule sets fortharticles or certificate of incorporation and bylaws or other similar organizational documents, as currently in effect, of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication each of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is its material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholesubsidiaries.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Section 3.1(a) of the Company (Disclosure Schedule contains a complete and accurate list of each subsidiary of Company as of the "COMPANY SUBSIDIARIES") has been date hereof and its respective jurisdiction of incorporation or organization, as the case may be and the capitalization of each such subsidiary. Each of Company and its subsidiaries is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted. Company has heretofore delivered to Parent accurate and complete copies of the certificates of incorporation and bylaws (or similar governing documents), as currently in effect, of each of Company and its subsidiaries. The respective articles of incorporation and bylaws or other organizational documents of the subsidiaries of Company do not contain any provision limiting or otherwise restricting the ability of Company to control such subsidiaries. Company does not own or control, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any corporation, partnership, joint venture or other business association or entity other than the subsidiaries of Company identified on Section 3.1(a) of the Company Disclosure Schedule. (b) Each of Company and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so organized, existing duly qualified or licensed and in good standing or to have such power, authority has not had and governmental approvals could would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. The term “Company Material Adverse Effect” means (x) a material adverse effect on the business, assets (whether tangible or intangible), results of operations, prospects or condition (financial or otherwise) of Company and each Company Subsidiary is duly qualified its subsidiaries, taken as whole; provided, however, that no event, effect, change, development, circumstance, condition or licensed occurrence arising out of the following, shall be deemed in themselves, either alone or in combination, to do businessconstitute, and is none of them shall be taken into account in good standing (to the extent applicable)determining whether there has been, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not would reasonably be expected to have, individually or in the aggregatebe, a Company Material Adverse Effect. : (bi) Section 4.01 general economic conditions; (ii) conditions generally affecting industries in which Company operates, which do not have a materially disproportionate effect (relative to other industry participants) on Company and its subsidiaries taken as a whole; (iii) the entering into or the public announcement or disclosure of this Agreement or the transactions contemplated hereby by reason of the disclosure of the identity of Parent, or the performance of this Agreement or the transactions contemplated hereby; (iv) any actions taken by Company Disclosure Schedule sets forthor any of the Principal Stockholders after the date hereof with the written consent of Parent pursuant to Section 5.1; (v) any changes in applicable Legal Requirements or accounting regulation or principle effected after the date hereof; (vi) failure by Company or any of its subsidiaries to meet any projections, as of estimates or budgets for any period prior to, on or after the date of this AgreementAgreement (provided that the underlying causes of such failure shall be considered, a true and complete list of each Company Subsidiary, together with (i) subject to the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as exceptions set forth in Section 4.01 this definition, in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect), or (vii) any acts of the God, national or international hostilities, war (whether or not declared) or terrorism, which do not have a materially disproportionate effect (relative to other participants operating in industries in which Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the operates) on Company and the Company Subsidiaries, its subsidiaries taken as a whole; or (y) any event, effect, change, development, circumstance, condition or occurrence that would reasonably be expected to prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. (a) The Company Each of IN and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conductedconducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, except other than where the failure to be so organized, existing or duly qualified and in good standing or to would not have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company an IN Material Adverse Effect. The Company and each Company Subsidiary is duly qualified term "IN Material Adverse Effect" as used in this Agreement shall mean any change or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to haveeffect that, individually or in when taken together with all other such changes or effects, would be reasonably likely to be materially adverse to the aggregateassets, liabilities, financial condition, results of operations or current or future business of IN and its subsidiaries, taken as a Company Material Adverse Effect. (b) Section 4.01 whole. Schedule 3.01 of the Company disclosure schedule to be delivered to 4Health by IN and attached hereto and made a part hereof (the "IN Disclosure Schedule Schedule") as provided in Section 7.02(i) hereof, sets forth, as of the date of this Agreementhereof, a true and complete list of each Company Subsidiaryall IN's directly or indirectly owned subsidiaries, together with (iA) the jurisdiction of incorporation or organization of each Company Subsidiary subsidiary and the percentage of each Company Subsidiarysubsidiary's outstanding capital stock or other equity interests owned by the Company IN or another Company Subsidiary subsidiary of IN, and (iiB) an indication of whether each Company Subsidiary such subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActSection 9.03(g) of this Agreement. Except as set forth in Section 4.01 of Schedule 3.01 to the Company IN Disclosure Schedule, neither the Company IN nor any Company Subsidiary of its subsidiaries nor Xxxxx owns an equity interest in any other partnership or joint venture arrangement or other business entity that is material to the assets, liabilities, financial condition, results of operations, operations or current or future business or prospects of the Company IN and the Company Subsidiariesits subsidiaries, taken as a whole.. IN is the registered and beneficial owner of all of the issued and outstanding shares of voting capital stock of Applied Nutrition Inc. and Xxxxx Naturals International, Inc.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its Subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the its respective jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it presently conducted and is now being conductedduly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing qualified or in good standing standing, or to have such powerpower or authority, authority when taken together with all other such failures, has not had, and governmental approvals could is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent a complete and correct copy of the Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments), each as amended to the date hereof. The Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments) so made available are in full force and effect. The Company has made available to Parent correct and complete copies of the minutes of all meetings of the stockholders, the Board of Directors of the Company (the “Company Board”) and each committee of the Company Subsidiary is duly qualified or licensed Board and each of its Subsidiaries held between January 1, 2002 and the date of this Agreement, other than such minutes specified on Section 5.1(a) of the Company Disclosure Schedule which the parties have agreed can be subject to do business, redaction with respect to matters of attorney-client privilege and is in good standing (matters relating to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated hereby. (b) Section 4.01 5.1(b) of the Company Disclosure Schedule sets forthcontains a complete and accurate list of (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of the date of this Agreement, a true and complete list of any other Person or Persons in each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company such Subsidiary and (iiy) each jurisdiction where the Company and each of its Subsidiaries is organized and qualified to do business. (c) Section 5.1(b) of the Company Disclosure Schedule also contains a complete and accurate list of any and all Persons, not constituting Subsidiaries of the Company, of which the Company directly or indirectly owns an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest (collectively, the Exchange Act. “Investments”). (d) Except as set forth in on Section 4.01 5.1(d) of the Company Disclosure Schedule, neither the Company nor or a Subsidiary of the Company, as the case may be, owns all Subsidiaries and Investments free and clear of all liens, pledges, security interests, claims or other encumbrances (“Liens”), and there are no outstanding contractual obligations of the Company or any Company Subsidiary owns an equity of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in any partnership Subsidiary or joint venture arrangement Investment or other business entity that is material to the financial condition, results of operations, business or prospects of requiring the Company and or any of its Subsidiaries to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Subsidiary or Investment. The Company Subsidiariesdoes not own, taken directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as a wholeamended (the “HSR Act”).

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary 4.1.1 Each of the Company (the "COMPANY SUBSIDIARIES") has been Company, MPS, Agrigenetics and their respective subsidiaries is a corporation duly organized and is incorporated, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, power and authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. The Company Effect on the Company. 4.1.2 Each of the Company, MPS, Agrigenetics and each Company Subsidiary their respective subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where (including any foreign country) in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. (b) Section 4.01 4.1.3 The Company has heretofore furnished to Parent complete and correct copies of the Company Disclosure Schedule sets forthCompany's and Agrigenetics' Articles or Certificate of Incorporation and By-Laws and, as within 15 days of the date execution of this Agreement, will furnish the equivalent organizational documents of each of their subsidiaries, each as amended through the date hereof. Such Articles of Incorporation, By-Laws and equivalent organizational documents are in full force and effect and no other organizational documents are applicable to or binding upon the Company, Agrigenetics or their subsidiaries. Neither the Company nor Agrigenetics is in violation of any of the provisions of their respective Articles or Certificates of Incorporation or By-Laws in any material respect and no subsidiary of the Company or Agrigenetics is in violation of any of the provisions of such subsidiary's equivalent organizational documents in any material respect. 4.1.4 The Company has heretofore furnished to Parent a true complete and complete correct list of each Company Subsidiarythe subsidiaries of the Company, together with (i) which list sets forth the jurisdiction amount of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock of or other equity interests in such subsidiaries owned by the Company Company, directly or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined indirectly. No entity in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of which the Company Disclosure Scheduleowns, neither the Company nor any Company Subsidiary owns an directly or indirectly, less than a 50% equity interest in any partnership is, individually or joint venture arrangement or when taken together with all other business entity that is such entities, material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiariesits subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"each, a “Subsidiary”) has been is a legal entity duly organized and is organized, validly existing and in good standing (with respect to the extent jurisdictions where such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Authorities to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to the extent jurisdictions where such concept is applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) Section 4.01 4.01(b) of the Company Disclosure Schedule sets forth, forth all of the Subsidiaries of the Company in existence as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company such Subsidiary and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each such Subsidiary owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actits other Subsidiaries. Except as set forth in Section 4.01 There are no outstanding contractual obligations of the Company Disclosure Scheduleor any Subsidiary to repurchase, neither redeem or otherwise acquire, or register under any securities Law, any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company nor or any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeSubsidiary.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"each a “Subsidiary”) has been is a corporation duly organized and is organized, validly existing and in good standing (with respect to any Subsidiary organized under the laws of any foreign jurisdiction, to the extent applicableapplicable to such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually prevent or in materially delay consummation of the aggregate, Merger and would not have a Company Material Adverse EffectEffect on the Company. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually prevent or in materially delay consummation of the aggregate, Merger and would not have a Company Material Adverse EffectEffect on the Company. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each Company Subsidiaryall the Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and Subsidiary, the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company or another Company Subsidiary and (ii) an indication each other Subsidiary, and the names of whether the directors and officers of each Company Subsidiary Subsidiary, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 3.01(b) of the Company Disclosure Schedule. Except as disclosed in Section 3.01(b) of the Disclosure Schedule, neither the Company nor does not directly or indirectly own any Company Subsidiary owns an equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that is material to the financial condition, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is a corporation or other legal entity duly organized and is incorporated or organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organizationorganization and has requisite corporate or other legal entity, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent true and complete copies of (i) the Articles of Association, as amended, of the Company (the “Company Articles”), (ii) the By-laws, as amended, of the Company (the “Company By-laws”), and (iii) the articles of incorporation and by-laws, or equivalent organizational documents, of each Company Subsidiary, each as in effect as of the date hereof. Neither the Company nor any Company Subsidiary is in material violation of any provision of its articles of association, articles of incorporation or by-laws (or equivalent organizational document). (c) Section 4.01 3.1(c) of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, together with . (d) Section 3.1(d) of the Company Disclosure Letter sets forth (i) the jurisdiction of incorporation or organization name of each Company Subsidiary and the percentage of each Person (other than any Company Subsidiary's outstanding capital stock or other equity interests owned by ) in which the Company or another any Company Subsidiary owns at least 40% of the outstanding Equity Interests (each Person referred to in this clause (i), a “Company Joint Venture Entity”) and (ii) an indication the percentage of whether the Equity Interests of each such Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under Joint Venture Entity (collectively, the Exchange Act“Company Joint Venture Securities”) held by the Company, directly or indirectly. Except as set forth provided in any partnership, joint venture, shareholder, operating or similar agreement providing for the sharing of any profits, losses or liabilities, including each agreement relating to the formation, creation, equity or other ownership interests, operation, management or control of any Company Joint Venture Entity (collectively, the “Company Joint Venture Agreements”), all of the Company Joint Venture Securities owned by the Company, directly or indirectly, are owned free and clear of any Lien. Prior to the date hereof, the Company has made available to Parent true and complete copies of all material Company Joint Venture Agreements to which the Company or the Company Subsidiaries are a party. (e) Section 4.01 3.1(e) of the Company Disclosure Schedule, neither Letter sets forth (i) the name of each jointly owned utility plant in which the Company nor or any Company Subsidiary owns an equity interest in Subsidiary, on the one hand, and any partnership other Person, on the other hand, owns, directly or joint venture arrangement indirectly, any real property or other business entity that is interest (each plant referred to in this clause (i), a “Company Jointly Owned Plant”), and (ii) the percentage interests in each Company Jointly Owned Plant held by the Company, directly or indirectly. The Company has made available to Parent true and complete copies of all material agreements relating to the financial condition, results of operations, business or prospects of the each Company and the Company Subsidiaries, taken as a wholeJointly Owned Plant.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is an entity duly organized and is organized, validly existing and in good standing (to the extent applicablethe concept of good standing exists in the applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, power or authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 . A list of all subsidiaries of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary such subsidiary and the percentage of each Company Subsidiarysuch subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company Subsidiary and (iiin the case of any non-U.S. subsidiaries, without giving effect to any qualifying share ownerships of less than 1%) an indication is contained in Section 3.01 of whether each the Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActDisclosure Schedule. Except as set forth in Section 4.01 3.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its subsidiaries directly or indirectly owns an any equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business association or entity that (other than its wholly-owned subsidiaries), with respect to which securities the Company or a subsidiary has invested (and currently owns) or is material required to the financial conditioninvest $10,000,000 or more, results of operations, business or prospects of excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the Company Subsidiaries, taken as a wholeoutstanding stock of such company acquired in the ordinary course of business and consistent with past practice.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company, each of its Subsidiaries (each a “Company (the "COMPANY SUBSIDIARIES"Subsidiary”) has been and CPS is a corporation or other legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organizationorganization and has all requisite corporate or organizational, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of the Company, each Company Subsidiary and CPS is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so organized, existing qualified or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary Kxxxxxx Xxxxx is duly qualified or licensed to do business, the sole stockholder of CPS and is a licensee in good standing (to accordance with the extent applicable), in each jurisdiction where the character requirements of the properties ownedCalifornia Mxxxxxx-Xxxx Professional Corporations Act, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCal. Corp. Code §13401 et seq. (b) The Company has delivered or caused to be delivered to Parent and the Purchaser true and complete copies of the currently effective certificate of incorporation of the Company, as amended or supplemented by certificates of designation, amendment, correction, elimination or other certificates listed on Section 4.01 3.1(b) of the Company Disclosure Schedule (the “Company Certificate”) and bylaws of the Company, as amended (the “Company Bylaws”), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary and CPS. The Company is not in violation of the Company Certificate or Company Bylaws, and none of the Company Subsidiaries or CPS is in violation of its respective organizational or governing documents. (c) Section 3.1(c) of the Company Disclosure Schedule sets forthforth a true and complete list of: (i) the Company Subsidiaries, together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, (ii) the jurisdictions in which each of the Company, each Company Subsidiary and CPS is qualified to do business as a foreign corporation or other legal entity and (iii) the directors and officers of the Company, each Company Subsidiary and CPS, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. The Company has all requisite trust power and authority to own, lease and, to the extent applicable, operate the Company Properties or other assets owned by the Company and to conduct its business as it is being conducted as of the date of this Agreement. The Company is duly qualified or licensed to do business, and is in good standing, in each directly and indirectly owned subsidiary jurisdiction where the character of the Company Properties or other assets owned, leased or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The copies of the Company Governing Documents most recently filed with the Company SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. The Company is in compliance in all material respects with the terms of the Company Governing Documents. (b) Section 4.1(b) of the "COMPANY SUBSIDIARIES"Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Company Subsidiaries and Company JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary or Company JV, (ii) the type of and percentage of interest held, directly or indirectly, by the Company or a Company Subsidiary in each Company Subsidiary or Company JV, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary or Company JV, and (iv) the classification for United States federal income Tax purposes of each Company Subsidiary or Company JV as a REIT, a qualified REIT subsidiary within the meaning of Section 856(i) of the Code or an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3 (in either case, a “QRS”), a taxable REIT subsidiary within the meaning of Section 856(l) of the Code (a “TRS”), or a partnership. Except as, individually or in the aggregate, has been not had, and would not reasonably be expected to have, a Company Material Adverse Effect, each Company Subsidiary or Company JV is duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation organization or organizationincorporation, as the case may be, and has the requisite corporate organizational power and authority and all necessary governmental approvals to own, lease and, to the extent applicable, operate the Company Properties and operate its properties other assets and to carry on conduct its business as it is now being conducted, except where conducted as of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate of this Agreement. The Company and each Each Company Subsidiary or Company JV is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties Company Properties or other assets owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that could that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, each Company Subsidiary or Company JV is in compliance with the terms of its respective Company Subsidiary Governing Documents or the constituent organizational or governing documents of such Company JV, as applicable. (bc) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary directly or indirectly owns an any interest or investment (whether equity interest or debt) in any partnership or joint venture arrangement or Person (other business entity that is material to the financial condition, results of operations, business or prospects of than in the Company and Subsidiaries or the Company Subsidiaries, taken as a wholeJVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could Approvals would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company (as defined in Section 8.3(c)). (b) The Company has no subsidiaries as of the date hereof except for the corporations identified in Section 2.1(b) of the Company Schedule. Section 2.1(b) of the Company Schedule also sets forth as of the date hereof the form of ownership and percentage interest of the Company in its subsidiaries and, to the extent that a subsidiary set forth thereon is not wholly owned by the Company, lists the other persons or entities who have an interest in such subsidiary and sets forth the percentage of each such interest. Neither the Company nor any of its subsidiaries has agreed to make nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, mortgage, indenture, binding understanding, instrument, note, bond, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, franchise or other binding commitment or undertaking of any nature (a “Contract”), in effect as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business, association or entity. (c) The Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing (to standing, under the extent applicable), in each jurisdiction laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such where failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and each directly and indirectly owned subsidiary in good standing under the laws of the State of Delaware. Each Subsidiary of the Company (each a "Company Subsidiary" and, collectively, the "COMPANY SUBSIDIARIESCompany Subsidiaries") has been duly organized organized, and is validly existing and in good standing (to the extent applicable) standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be, . Each of the Company and each Company Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure conducted and as currently proposed by it to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in conducted. Each of the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectnecessary. (b) None of the Company or any Company Subsidiary holds an Equity Interest in any other Person (other than a Company Subsidiary), except as set forth in Section 4.01 4.1(b) of the Company Disclosure Schedule sets forth, as Schedule. The Company is a direct or indirect owner of all of the date of this Agreement, a true issued and complete list outstanding Equity Interests of each Company Subsidiary, together with (i) the jurisdiction and all shares of incorporation capital stock or organization limited liability company interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. All of the percentage Equity Interests of each Company Subsidiary's outstanding capital stock Subsidiary are owned directly or other equity interests owned indirectly by the Company free and clear of all Encumbrances except Permitted Encumbrances and are not subject to any preemptive right or another right of first refusal created by statute, the certificate or articles of incorporation and bylaws or other equivalent organizational documents, as applicable, of such Company Subsidiary and (ii) an indication of whether each or any Contract to which such Company Subsidiary is a "Significant Subsidiary" as defined party or by which it is bound. There are no outstanding contractual obligations of the Company or any Company Subsidiary to loan funds to, or make any investment (in Regulation S-X under the Exchange Act. Except form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person, other than guarantees by the Company of any Indebtedness or other obligations of any wholly owned Company Subsidiary as set forth in Section 4.01 4.1(b) of the Company Disclosure Schedule. (c) There are no outstanding Contracts of any character relating to the issued or unissued capital stock or other securities of any Company Subsidiary, neither or otherwise obligating the Company nor or any Company Subsidiary owns an equity interest in to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any partnership or joint venture arrangement or other business entity that is material to the financial condition, results such securities of operations, business or prospects of the a Company and the Company Subsidiaries, taken as a wholeSubsidiary.

Organization and Qualification; Subsidiaries. (a) The Each of Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such powerApprovals has not had, authority and governmental approvals could would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect (as defined in Section 8.3(b)(ii)), on Company. The Each of Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could have not had, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on Company. (b) Company has no subsidiaries except for the corporations identified in Section 4.01 2.1(b) of the Company Disclosure Schedule sets forthSchedule. Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor be bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with hereof or as may hereafter be in effect (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined Contract") under which it may become obligated to make, any future investment in Regulation S-X under the Exchange Actor capital contribution to any other entity. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Neither Company nor any Company Subsidiary of its subsidiaries directly or indirectly owns an any equity or similar interest in or any partnership interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that is material to the financial conditionbusiness, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company was formed on April 22, 2002. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and Foreign Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly and indirectly owned subsidiary own any security or beneficial ownership interest in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company (and its Subsidiaries and, to the "COMPANY SUBSIDIARIES") has been Company’s Knowledge, Foreign Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized or formed and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation in which it is incorporated or organization, as organized (other than the case may be, Subsidiary) and has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate own its properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries and, to the Company’s Knowledge, its Foreign Subsidiaries. Each of the Company and its Subsidiaries, and, to the Company’s Knowledge, its Foreign Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries, and, to the Company’s Knowledge, its Foreign Subsidiaries will make such qualification necessary, except where to the extent that the failure to be so organized, existing qualified or be in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havehave and could not be, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 Schedule 3(a), the Company holds all right, title and interest in and to 100% of the Company Disclosure Schedulecapital stock, neither equity or similar interests of each of its Subsidiaries, and, to the Company nor Company’s Knowledge and to the extent applicable, its Foreign Subsidiaries free and clear of any Company Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary or, to the Company’s Knowledge, Foreign Subsidiary owns capital stock or holds an equity or similar interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholePerson.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such powerApprovals has not had, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company (as defined in Section 8.3(c)). (b) The Company has no subsidiaries except for the persons identified in Section 2.1(b) of the Company Disclosure Letter. Section 2.1(b) of the Company Disclosure Letter also sets forth the form of ownership and percentage voting and/or equity interest of the Company in its subsidiaries and, to the extent that a subsidiary set forth thereon is not wholly owned by the Company, lists the other persons or entities who have an interest in such subsidiary and sets forth the percentage of each such interest. Neither the Company nor any of its subsidiaries has agreed to make nor is obligated to make nor is bound by any written or oral, agreement, contract, subcontract, lease, mortgage, indenture, understanding, arrangement, instrument, note, bond, option, warranty, purchase order, license, sublicense, insurance policy, or other legally binding instrument, obligation or commitment or undertaking of any nature (a “Contract”), in effect as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other person or any sale or other disposition of the capital stock or any of the assets or operations (except for sales of assets in the ordinary course of business) of any such person. Except as set forth in Section 2.1(b) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business, association or entity. (c) The Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing (to standing, under the extent applicable), in each jurisdiction laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (bEffect on the Company. Section 2.1(c) Section 4.01 of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined state in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of which the Company and the Company Subsidiaries, taken each of its subsidiaries is qualified to do business as a wholeforeign corporation.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to under the extent applicable) laws of the State of Delaware. Each Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, . Each of the Company and each Company Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) . Section 4.01 3.1 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, forth a true and complete list of all of the subsidiaries of the Company (each a “Company Subsidiary” and, together with (icollectively, the “Company Subsidiaries”) and the jurisdiction state of incorporation or organization of such Company Subsidiary and each jurisdiction in which such Company Subsidiary is qualified or licensed to do business. All the outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the percentage Company free and clear of each Company Subsidiary's outstanding all pledges, claims, liens, charges, encumbrances or security interests of any kind or nature whatsoever (collectively, “Liens”) other than Liens created by federal or state securities laws, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Actinterests. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither none of the Company nor or any Company Subsidiary owns holds an equity interest Equity Interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeperson.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals could Approvals would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a . A true and complete list of each Company Subsidiaryall of the Company's subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of each Company Subsidiarysubsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary subsidiary, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 2.1 of the Company Disclosure Schedule. The Company does not directly or indirectly own any equity or similar interest in, neither the Company nor or any Company Subsidiary owns an interest convertible into or exchangeable or exercisable for, any equity or similar interest in in, any partnership or corporation, partnership, joint venture arrangement or other business entity that association or entity, with respect to which interest the Company has invested or is material required to the financial conditioninvest $100,000 or more, results of operations, business or prospects of excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the Company Subsidiaries, taken as a wholeoutstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is a corporation duly organized and is organized, validly existing and in good standing (with respect to jurisdictions that recognize the extent applicableconcept of good standing) under the laws of the its respective jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure for such failures to be so organized, existing or and in good standing (with respect to such jurisdictions that recognize the concept of good standing) or to have such power, power and authority and governmental approvals could not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) The Company has no subsidiaries except for the persons identified in Section 2.1(b) of the Company Disclosure Letter. Section 2.1(b) of the Company Disclosure Letter also sets forth the form of ownership and percentage voting and/or equity interest of the Company in its subsidiaries and, to the extent that a subsidiary set forth thereon is not wholly owned by the Company, lists the other persons that have an ownership interest in such subsidiary and sets forth the percentage of each such ownership interest. Neither the Company nor any of its subsidiaries has agreed to make nor is obligated to make nor is bound by any written, oral, express or implied agreement, contract, subcontract, lease, mortgage, indenture, understanding, arrangement, instrument, note, bond, warranty, purchase order, license, sublicense, benefit plan, franchise or other instrument, obligation, commitment or undertaking that is legally binding and with respect to which there are continuing obligations, rights, or liabilities, including any amendments thereto (a “Contract”) or Legal Requirement (as defined in Section 2.3(a) below), in effect as of the date hereof, to make any future investment in or capital contribution to any other person or any sale or other disposition of the capital stock or any of the assets or operations of any such person. (c) Other than the subsidiaries set forth in Section 2.1(b) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any person. (d) The Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing (with respect to jurisdictions that recognize the extent applicableconcept of good standing), in each jurisdiction under the laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (bEffect on the Company. Section 2.1(d) Section 4.01 of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list of each Company Subsidiary, together with (i) the state and other jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of which the Company and the Company Subsidiaries, taken each of its subsidiaries is qualified to do business as a wholeforeign corporation.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation incorporation, formation or organization, as the case may be, organization and has the requisite corporate power and authority authority, corporate or otherwise, and all necessary governmental approvals of Governmental Authorities, to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or otherwise to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures except, as regards jurisdictions other than Canada and the provinces thereof, where the failure to be so qualified qualified, licensed or licensed and in good standing that could would not result in or would not be reasonably be expected likely to have, individually or result in the aggregate, a Company Material Adverse Effect. (b) The Company has no Subsidiaries, other than Decision Dynamics Technology Inc., and the Company does not directly or indirectly own any securities, equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person other than the Company Subsidiaries. The Company is the owner of record and beneficially of all outstanding capital stock and other equity or similar interests of each Company Subsidiary and no Person other than the Company owns any interest convertible into or exchangeable or exercisable for any equity or similar interest in any Company Subsidiary. A list of the Company Subsidiaries, their jurisdiction of incorporation and organization and the outstanding capital stock and other securities and equity interests of the Company Subsidiaries that are issued and outstanding is set forth in Section 4.01 3.01(b) of the Company Disclosure Schedule. c) The Company has no Liabilities in respect of or relating to any Subsidiaries previously owned by it. d) Section 3.01(d) of the Company Disclosure Schedule sets forth, as forth the address of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by all premises in which the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns Subsidiaries maintain an equity interest in any partnership office or joint venture arrangement or other business entity that is material to the financial condition, results place of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholebusiness.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company its Subsidiaries (the "COMPANY SUBSIDIARIES"as hereinafter defined) has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the its state or jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, conducted and is in good standing (to the extent applicable), as a foreign corporation in each jurisdiction where the character of the properties owned, leased or operated operated, or the business conducted, by it or the nature of its business makes require such qualification or licensing necessary, except for such failures and where failure to be so qualified or licensed and in good standing that could not reasonably be expected or to have, individually or in the aggregate, so qualify would have a Company Material Adverse Effect. (b) Section 4.01 of Effect on the Company Disclosure Schedule sets forth, Company. The term "Material Adverse Effect on the Company," as of the date of used in this Agreement, a true and complete list means any effect, event, occurrence, change or state of each Company Subsidiaryfacts that, together or aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Scheduleassets, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial conditionliabilities, results of business, property, operations, business condition as a whole (financial or prospects otherwise) of the Company and the Company Subsidiaries, its Subsidiaries taken as a whole, or (ii) the ability of the Company and its Subsidiaries to perform in all material respects their obligations under this Agreement. The Company has heretofore made available to ICS a complete and correct copy of its Articles of Incorporation, as amended, and By-Laws. Set forth on Section 3.1 of the Disclosure Schedule is a list of every corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries").

Organization and Qualification; Subsidiaries. (a) The Company Each of Seller and each directly and indirectly owned subsidiary of Seller (a “Seller Subsidiary,” or collectively, the Company (the "COMPANY SUBSIDIARIES"“Seller Subsidiaries”) has been is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as incorporation. Each of Seller and the case may be, and Seller Subsidiaries has the requisite corporate power and authority and all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Seller Approvals”) necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, including appropriate authorizations from the Securities and Exchange Commission (the “SEC”), and neither Seller nor any Seller Subsidiary has received any notice of proceedings relating to the revocation or modification of any Seller Approvals, except in each case where the revocations or modifications, the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveSeller Approvals would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company Effect (as defined in Section 2.1(d), below) on Seller and Seller Subsidiaries, taken as a whole. (b) Seller and each Company Seller Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true Effect on Seller and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Seller Subsidiaries, taken as a whole. (c) A true and complete list as of the date of this Agreement of all of the Seller Subsidiaries, together with (i) Seller’s percentage ownership of each Seller Subsidiary and (ii) laws under which the Seller Subsidiary is incorporated or organized is set forth on Section 2.1(c) of the Seller Disclosure Letter. Seller and/or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Seller does not directly or indirectly own any equity or similar interests in, or any interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than in the ordinary course of business, and in no event in excess of 5% of the outstanding equity securities of such entity. (d) As used in this Agreement, the term “Material Adverse Effect” means, when used in connection with the Company, Merger Sub, the LLC or Seller, as the case may be, any change, violation, inaccuracy, circumstance or effect (any such item, an “Effect”) that (i) is materially adverse to the business, properties, assets, liabilities, capitalization, results of operations or financial condition of the Company, the Company Subsidiaries (as defined in Section 3.1(a), below), Merger Sub, and the LLC, taken as a whole, or Seller and Seller Subsidiaries, taken as a whole, respectively, or (ii) materially impairs the ability of the Company, Merger Sub, the LLC or Seller to consummate the transactions contemplated hereby; provided, however, that in no event shall any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect on any entity: (A) any Effect resulting from compliance with the terms and conditions of this Agreement, (B) any Effect to the extent resulting from the announcement or pendency of the Mergers (including any (x) actions by customers or competitors, (y) loss of personnel or customers, or (z) the delay or cancellation of orders for services and products), (C) any decrease in such entity’s stock price or trading volume (but not excluding any Effect underlying such decrease to the extent such Effect would constitute a Material Adverse Effect), (D) any failure by such entity to meet revenue or earnings projections (but not excluding any underlying Effect causing such failure), (E) any Effect to the extent resulting from changes affecting any of the industries in which such entity operates generally or the United States economy generally, (F) any Effect to the extent resulting from changes affecting general worldwide economic or capital market conditions, (G) any Effect to the extent resulting from changes in Laws after the date hereof, (H) any Effect to the extent resulting from an outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war, or the occurrence of any acts of terrorism, or (I) any Effect to the extent resulting from changes to GAAP after the date hereof.

Organization and Qualification; Subsidiaries. (a) The Each of -------------------------------------------- the Company and each directly and indirectly owned subsidiary of the Company its Subsidiaries (the "COMPANY SUBSIDIARIES"defined below in this Section 4.1) has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all any necessary governmental approvals authority to own, operate or lease and the properties that it purports to own, operate its properties or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures failure which, when taken together with all other such failures, would not have a Material Adverse Effect (as defined below in this Section 4.1). The term "Subsidiary" ---------- means any corporation or other legal entity of which the Company or, if the context requires, the Surviving Corporation (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to be so qualified vote for the election of the board of directors or licensed and in good standing that could not reasonably be expected to have, individually other governing body of such corporation or in the aggregate, a Company other legal entity. The term "Material Adverse Effect. (b) Section 4.01 " means any ----------------------- change in or effect on the business of the Company Disclosure Schedule sets forth, as or any of the date Subsidiaries that is reasonably likely to be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities or regulatory status of this Agreement, the Company and the Subsidiaries taken as a whole. A true and complete list of each Company Subsidiaryall the Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary Subsidiary, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 4.1 of the disclosure memorandum separately delivered by the Company to the Parent in connection herewith (the "Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole."). ---------------------------

Organization and Qualification; Subsidiaries. (a) The Company Each of Buyer and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Merger Subsidiary is a limited partnership or corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Buyer Material Adverse EffectEffect (as defined below). The Company Each of Buyer and each Company Merger Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Buyer Material Adverse Effect. . The term “Buyer Material Adverse Effect” means any change, condition, circumstance or effect that is, or is reasonably likely to be, materially adverse to the assets and liabilities (b) Section 4.01 taken together), business, financial condition or results of operations of the Company Disclosure Schedule sets forthBuyer, Merger Subsidiary and each of Buyer’s other subsidiaries, taken as a whole (other than changes, conditions, circumstances or effects that are the result of (i) economic factors affecting the economy or financial markets as a whole or generally affecting any of the date industries and markets in which Buyer, Merger Subsidiary or any of Buyer’s other subsidiaries operates, (ii) natural disasters, acts of war, sabotage or terrorism, military actions or the escalation thereof, (iii) any change in applicable laws, rules or regulations or accounting rules or (iv) actions contemplated by the parties in connection with this Agreement or the announcement or performance of this Agreement, a true and complete list of each Company Subsidiary, together with except that the exclusions set forth in clauses (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and ), (ii) an indication of whether each Company and (iii) shall only be effective if the Buyer, Merger Subsidiary is a "Significant Subsidiary" as defined or Buyer’s other subsidiaries are not substantially, disproportionately impacted in Regulation S-X under financial terms by such events when compared to other companies in the Exchange Act. Except as set forth industries in Section 4.01 of which the Company Disclosure ScheduleBuyer, neither the Company nor any Company Merger Subsidiary owns an equity interest in any partnership or joint venture arrangement or Buyer’s other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholesubsidiaries operate).

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the its Subsidiaries (each a “Company (the "COMPANY SUBSIDIARIES"Subsidiary”) has been is a corporation or other legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws applicable Law of the jurisdiction of its incorporation or organizationorganization and has all requisite corporate or organizational, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on conduct its business as it is now being currently conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures (i) where any failure to be so qualified or licensed and in good standing that could would not either individually or in the aggregate have, or be reasonably be expected to have, individually a material and adverse effect on the Company and the Company Subsidiaries (taken as a whole), and (ii) any failure to be so qualified or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of good standing resulting from any change in applicable Law occurring after the date of this Agreement, Agreement that does not have a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of disproportionately adverse effect on the Company and the Company Subsidiaries, taken as a whole, as compared to other Persons operating in the same principal industries and geographic markets in which the Company and the Company Subsidiaries operate, which, individually or in the aggregate, has not had a Company Material Adverse Effect. (b) The Company has made available to Parent and the Purchaser accurate and complete copies of the currently effective certificate of incorporation of the Company (the “Company Charter”) and bylaws of the Company (the “Company Bylaws”), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary. The Company is not in violation of the Company Charter or Company Bylaws, and the Company Subsidiaries are not in violation of their respective organizational or governing documents. (c) Section 3.1(c) of the Company Disclosure Schedule sets forth an accurate and complete list of the Company Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, (ii) the authorized and outstanding Equity Interests of each Company Subsidiary, and (iii) the record owners of such outstanding Equity Interests.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing under the laws of the State of Michigan. Section 3.1 of the Company Disclosure Schedule sets forth a true and complete list of all of the Subsidiaries of the Company (to each a “Company Subsidiary” and, collectively, the extent applicable) “Company Subsidiaries”), together with the jurisdiction of incorporation of each Company Subsidiary and the authorized capitalization of each Company Subsidiary. Each Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, . The Company and each of the Company Subsidiaries has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of the Company Subsidiary Subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that could have not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 . None of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns holds an equity interest Equity Interest in any partnership or joint venture arrangement or other business entity that person. The Company is material registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Company Bank is a state chartered bank duly organized and validly existing under the laws of the State of Michigan and is a member of the Federal Reserve System. The deposits of Company Bank are insured by the FDIC to the financial conditionfullest extent permitted by Law, results and all premiums and assessments required to be paid in connection therewith have been paid by Company Bank when due. No proceedings for the revocation or termination of operationssuch deposit insurance are pending or, business or prospects to the knowledge of the Company, threatened. Company Bank is a member in good standing of the Federal Reserve Bank of Chicago and FHLB and owns the Company Subsidiaries, taken as a wholerequisite amount of stock therein.

Organization and Qualification; Subsidiaries. (a) The Company is a real estate investment trust duly organized, validly existing and each directly in good standing under the Laws of the State of Maryland, and indirectly owned subsidiary Company LP is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company (and Company LP has the "COMPANY SUBSIDIARIES") has been requisite real estate investment trust and partnership power and authority, respectively, to own, lease and, to the extent applicable, operate any Company Properties or other assets owned by it and to conduct its business as it is now being conducted. Each of the Company and Company LP is duly organized qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no current dissolution, revocation or forfeiture proceedings regarding the Company or Company LP. (b) Section 4.1(b) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by the Company, Company LP or Company Subsidiary in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company, Company LP or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for U.S. federal income Tax purposes of each Company Subsidiary. Except as set forth on Section 4.1(b) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or other legal entity power and authority and all necessary governmental approvals to own, lease and and, to the extent applicable, operate its properties any Company Properties or other assets owned by it and to carry on conduct its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties Company Properties or other assets owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so qualified qualified, licensed or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. There are no current dissolution, revocation or forfeiture proceedings regarding any of the Company Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (bc) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 4.1(c) of the Company Disclosure ScheduleLetter, neither the Company, Company LP nor any Company Subsidiary directly or indirectly owns an any interest or investment (whether equity interest or debt) in any partnership or joint venture arrangement or Person (other business entity that is material to the financial condition, results of operations, business or prospects of than in the Company Subsidiaries and the Company Subsidiaries, taken as a wholeinvestments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES"each, a “Subsidiary”) has been is a legal entity duly organized and is organized, validly existing and in good standing (with respect to the extent jurisdictions where such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to the extent jurisdictions where such concept is applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 4.01(b) of the Company Disclosure Schedule sets forth, forth all of the Subsidiaries of the Company in existence as of the date hereof (other than Subsidiaries with immaterial amounts of this Agreementassets, a true and complete list of each Company Subsidiaryoperations or liabilities), together with (i) the jurisdiction of incorporation or organization of each Company such Subsidiary and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each such Subsidiary owned by the Company and its other Subsidiaries. There are no outstanding contractual obligations of the Company or another any Subsidiary to repurchase, redeem or otherwise acquire, or register under any securities Law, any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) Each Company Subsidiary and (ii) an indication of whether each Company Material Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth so identified in Section 4.01 4.01(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation or legal entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted, except where conducted and proposed by the failure Company to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in conducted. (b) Schedule 3.1(b) sets forth a list of all subsidiaries of the aggregate, a Company Material Adverse Effect. The Company and their respective jurisdictions of organization. Except as listed in Schedule 3.1(b), the Company does not own, directly or indirectly, beneficially or of record, any shares of capital stock or other security of any other entity or any other investment in any other entity. (c) Except as set forth in Schedule 3.1(c), each of the Company Subsidiary and its subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), do business in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that could has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bd) Section 4.01 The Company has heretofore delivered or made available to Buyer and Merger Sub accurate and complete copies of the Company Disclosure Schedule sets fortharticles and certificates of incorporation and bylaws, as of the date of this Agreementcurrently in effect, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and each of its subsidiaries. (e) The Company has heretofore delivered or made available to Buyer and Merger Sub accurate and complete copies of the corporate minutebooks and stock records of the Company Subsidiaries, and each of its subsidiaries. The corporate minute books of the Company and each of its subsidiaries contain accurate and complete records of all meetings and corporate actions taken as a wholeby written consent of the Company's and each of its subsidiaries' respective boards of directors and shareholders.

Organization and Qualification; Subsidiaries. (a) The Company was formed on March 2, 2000. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly and or indirectly owned subsidiary own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company (the "COMPANY SUBSIDIARIES") has been and its Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized or formed and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation in which it is incorporated or organization, as the case may be, organized and has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority and all necessary governmental approvals to own, lease and operate own its properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted or presently proposed to be conducted by the Company and its Subsidiaries will make such qualification necessary, except where to the extent that the failure to be so organized, existing qualified or be in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havehave and could not be, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 Schedule 3(a), the Company holds all right, title and interest in and to 100% of the Company Disclosure Schedulecapital stock, neither the Company nor equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Company Liens, and no such Subsidiary owns capital stock or holds an equity or similar interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects Person. Each of the Company Excluded Subsidiaries as of the date hereof as identified as such in Schedule 3(a), and each Subsidiary so identified meets all of the Company Subsidiaries, taken requirements of an Excluded Subsidiary as a whole.set forth in the definition thereof included in Appendix A.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and each directly and indirectly owned subsidiary in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Company (the "COMPANY SUBSIDIARIES") has been is duly organized qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Company LP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Company Subsidiary is a corporation, partnership, limited liability company or other business entity, as the case may be, duly organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and . Each Company Subsidiary has the requisite corporate organizational power and authority and all necessary governmental approvals to own, lease and and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure for such failures to be so organizedqualified, existing licensed or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (bc) Except as set forth in Section 4.1(c) of the Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries and investments in short-term investment securities). (d) Section 4.01 4.1(d) of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list of each Company Subsidiary, together with (i) the its jurisdiction of organization or incorporation and the ownership interest (and percentage interest) of Company or organization of each a Company Subsidiary and the percentage of each any other Person, as applicable, in such Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Except as set forth in Section 2.01(a) of the Company (Disclosure Schedule, each of the "COMPANY SUBSIDIARIES") has been Company and its subsidiaries is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and or operate its the properties it purports to own, lease or operate and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, power or authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each Company Subsidiaryall of the Company’s “significant” subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under but substituting 5% for 10% therein, is included as an exhibit to the Exchange ActCompany’s Annual Report on Form 10-K for the year ended July 31, 2004 or is included in Section 2.01(b) of the Company Disclosure Schedule (the “Company Significant Subsidiaries”). The Company has furnished to Parent a list of all subsidiaries of the Company together with the jurisdiction of incorporation of each such subsidiary and the percentage of each such subsidiary’s outstanding capital stock owned by the Company or another subsidiary of the Company in Section 2.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the “Company Disclosure Schedule”). Except as set forth in Section 4.01 2.01(b) of the Company Disclosure ScheduleSchedule or the Company SEC Reports, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), with respect to which interest the Company has invested (and currently owns) or is required to invest $50,000 or more, excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company. (c) Revere Transducers Deutschland GmbH (“Revere Deutschland”) ceased to do business in October 1996. During the past three (3) years, neither the Company nor any Company Subsidiary owns an equity interest in of its subsidiaries has previously withdrawn any partnership funds or joint venture arrangement or other business entity that is material assets from Revere Deutschland, and Revere Deutschland has sufficient funds to the financial condition, results satisfy any and all of operations, business or prospects of the Company and the Company Subsidiaries, taken as a wholeits debts.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its Subsidiaries is an entity duly organized and is organized, validly existing and in good standing (with respect to jurisdictions that recognize the extent applicableconcept of good standing) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where where, the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation or other legal entity to do business, and is in good standing (with respect to jurisdictions that recognize the extent applicableconcept of good standing), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessarynecessary or desirable, except for such failures where the failure to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a A true and complete list of each all the Subsidiaries of the Company Subsidiaryas of the date hereof, together with (i) identifying the jurisdiction of incorporation or organization of each Company Subsidiary and such Subsidiary, the percentage of each Company Subsidiary's the outstanding share capital stock or other equity or similar interests of each such Subsidiary owned or held by the Company or another and each of its other Subsidiaries is set forth in Section 4.01(b) of the Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActDisclosure Schedule. Except as set forth in Section 4.01 4.01(b) of the Company Disclosure Schedule, neither the Company nor does not directly or indirectly own any Company Subsidiary owns an equity interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity interest in, or otherwise control any corporation, partnership, joint venture arrangement or other business entity that is material to the financial condition, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is incorporated, validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and conduct the business in which it is engaged or proposes to engage through the Operating Partnership and to enter into this Agreement and those other Related Documents to which it is a party, and to perform its obligations hereunder and thereunder. (b) The Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Operating Partnership has all requisite partnership power and authority to own, operate, lease and encumber its properties and conduct the extent applicablebusiness in which it engages and proposes to engage and to enter into this Agreement and the Related Documents to which it is a party, and to perform its obligations hereunder and thereunder. (c) Each of the Subsidiaries of the Company other than the Operating Partnership is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate corporate, partnership or limited liability company power and authority and all necessary governmental approvals to own, lease and operate own its properties and to carry on its conduct the business as in which it is now being conducted, except where engaged or proposes to engage. (d) Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary the Subsidiaries is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havein each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, individually or except as set forth in the aggregate, a Company Material Adverse EffectSchedule 3.1(d). (be) Section 4.01 Schedule 3.1(e) sets forth the name of each Subsidiary of the Company Disclosure Schedule sets forth, as or the Operating Partnership (whether owned directly or indirectly through one or more intermediaries). All of the date outstanding shares of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock of, or other equity interests interest in, each of the Subsidiaries owned by the Company or another the Operating Partnership are duly authorized, validly issued, fully paid and nonassessable, and are owned, directly or indirectly, by the Company or the Operating Partnership free and clear of all Liens, except as set forth in Schedule 3.1(e). The following information for each Subsidiary is set forth in Schedule 3.1(e), if applicable: (i) its name and jurisdiction of incorporation or organization, (ii) an indication the type of whether each and percentage interest held by the Company or Operating Partnership in the Subsidiary is a "Significant and, in the case of Subsidiaries, the partnership agreement or other organizational documents of the Subsidiary" as defined in Regulation S-X under , and (iii) any loans from the Exchange ActCompany or the Operating Partnership to, or priority payments due to the Company or the Operating Partnership from, the Subsidiary, and the rate of return thereon. Except as set forth in Section 4.01 Schedule 3.1(e), there are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate the Company or any of the Company Disclosure ScheduleSubsidiaries to issue, neither the Company nor transfer or sell any Company Subsidiary owns an shares of capital stock or equity interest interests in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of the Company and the Company Subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a company duly organized, validly existing and each directly in active status under the laws of the State of Wisconsin and indirectly owned a registered bank holding company under the BHCA. Each subsidiary of the Company (the a "COMPANY SUBSIDIARIESCompany Subsidiary" or, collectively, "Company Subsidiaries") has been is a bank, a corporation, a limited liability company, or another form of business entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction state of its incorporation organization or organization, as the case may be, United States of America. Each of the Company and has the Company Subsidiaries have the requisite corporate power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Company Approvals") necessary governmental approvals to own, lease and operate its their respective properties and to carry on its their respective business as it is now being conducted, including appropriate authorizations from the Federal Reserve Board, the FDIC, the DFI or the OCC and neither Company nor any Company Subsidiary has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the revocations or modifications, the failure to be so organized, existing or and in good standing or to have such power, authority and governmental approvals could not reasonably be expected to haveauthority, Company Approvals would not, individually or in the aggregate, have a Company Material Adverse Effect. Effect on the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary is duly qualified or licensed as a foreign business entity to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to havewould not, either individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of Effect on the Company and the Company Subsidiaries, taken as a whole. (c) A true and complete list of all of the Company Subsidiaries as of February 28, 2001 is set forth in Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 ("Exhibit 21") previously delivered to Seller. The Company and/or one or more of the Company Subsidiaries owns beneficially and of record substantially all of the outstanding shares of capital stock or other equity interest of each of the Company Subsidiaries which is a "significant subsidiary" under Rule 12b-2 under the Exchange Act. Except for the Company Subsidiaries, set forth on said Exhibit 21, the Company did not as of February 28, 2001 directly or indirectly own any equity or similar interests in, or any interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business, other than in the ordinary course of business, which would be required to be disclosed on Exhibit 21.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and each directly and indirectly owned subsidiary in good standing under the laws of the State of Delaware. Each Subsidiary of the Company (each a "Company Subsidiary" and, collectively, the "COMPANY SUBSIDIARIESCompany Subsidiaries") has been duly organized organized, and is validly existing and in good standing (to the extent applicable) standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be, . Each of the Company and each Company Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures where the failure to be so qualified qualified, licensed or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 4.1(b) of the Company Disclosure Schedule sets forthforth a true, as of the date of this Agreement, a true correct and complete list of all of the Company Subsidiaries and the jurisdictions of their incorporation or organization, as the case may be. None of the Company or any Company Subsidiary holds an Equity Interest in any other Person (other than a Company Subsidiary). The Company is the direct or indirect owner of all of the issued and outstanding shares of capital stock or limited liability company interests of each Company Subsidiary, together with (i) and all such shares of capital stock and limited liability company interests are duly authorized, validly issued, fully paid and nonassessable. All of the jurisdiction issued and outstanding shares of incorporation capital stock or organization limited liability company interests of each Company Subsidiary are owned directly or indirectly by the Company free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by statute, the percentage Certificate of each Incorporation and Bylaws or other equivalent organizational documents, as applicable, of such Company Subsidiary or any Contract to which such Company Subsidiary is a party or by which it is bound. Other than prepaid purchase obligations to suppliers, there are no outstanding contractual obligations of the Company or any Company Subsidiary to loan funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person, other than a Company Subsidiary's . (c) There are no outstanding subscriptions, options, warrants, "put" or "call" rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other equity interests owned by securities of any Company Subsidiary, or otherwise obligating the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any partnership such securities of a Company Subsidiary. (d) The Company has Made Available to Parent copies of all certificate or joint venture arrangement or articles of incorporation, bylaws, and other business entity that is material to the financial condition, results organizational documents of operations, business or prospects each of the Company and the Company Subsidiaries, taken as a wholecurrently in effect. The Company has Made Available to Parent copies of all charters of each committee of the Company Board and any code of conduct or similar policy adopted by the Company.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Legal Requirements of the jurisdiction State of its incorporation or organization, as the case may beCalifornia, and has the requisite full corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on (i) conduct its business as now conducted and as conducted as of the Effective Time; (ii) own, use, license and lease its assets and properties; and (iii) perform its obligations under all Contracts to which it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectparty. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), as a foreign corporation in each jurisdiction where in which the character ownership, use, licensing or leasing of the properties ownedits assets and properties, leased or operated by it or the conduct or nature of its business business, makes such qualification qualification, licensing or licensing admission necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Section 2.1(a) of the Disclosure Schedule sets forth each jurisdiction where the Company is so qualified or licensed to do business and separately lists each other jurisdiction in which the Company has employees. The Company is not in violation of any of the provisions of its articles of incorporation or bylaws. (b) The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. (c) Section 4.01 2.1(c) of the Company Disclosure Schedule sets forthforth a true, as of the date of this Agreement, a true correct and complete list of each Company Subsidiary, together with of: (i) the jurisdiction names of incorporation or organization the members of each Company Subsidiary and the percentage board of each Company Subsidiary's outstanding capital stock or other equity interests owned by directors of the Company or another Company Subsidiary Company; and (ii) an indication the names and titles of whether each Company Subsidiary is the executive officers of the Company. Each individual listed on Section 2.1(c) of the Disclosure Schedule as a "Significant Subsidiary" as defined in Regulation S-X under member of the Exchange Act. Except as set forth in Section 4.01 board of directors of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership has been duly and validly elected or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects appointed by all necessary action of the Company Shareholders or board of directors in accordance with the Company’s articles of incorporation, bylaws and applicable Legal Requirements. Each individual listed as an officer of the Company Subsidiarieson Section 2.1(c) of the Disclosure Schedule has been duly and validly appointed by all necessary action of the Company’s board of directors in accordance with the Company’s articles of incorporation, taken as a wholebylaws and applicable Legal Requirements.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is a corporation or other legal entity duly organized and is incorporated or organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organizationorganization and has requisite corporate or other legal entity, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent true and complete copies of (i) the Articles of Association, as amended, of the Company (the “Company Articles”), (ii) the By-laws, as amended, of the Company (the “Company By-laws”), and (iii) the articles of incorporation and by-laws, or equivalent organizational documents, of each Company Subsidiary, each as in effect as of the effective date hereof. Neither the Company nor any Company Subsidiary is in material violation of any provision of its articles of association, articles of incorporation or by-laws (or equivalent organizational document). (c) Section 4.01 3.1(c) of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, together with . (d) Section 3.1(d) of the Company Disclosure Letter sets forth (i) the jurisdiction of incorporation or organization name of each Company Subsidiary and the percentage of each Person (other than any Company Subsidiary's outstanding capital stock or other equity interests owned by ) in which the Company or another any Company Subsidiary owns at least 40% of the outstanding Equity Interests (each Person referred to in this clause (i), a “Company Joint Venture Entity”) and (ii) an indication the percentage of whether the Equity Interests of each such Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under Joint Venture Entity (collectively, the Exchange Act“Company Joint Venture Securities”) held by the Company, directly or indirectly. Except as set forth provided in any partnership, joint venture, shareholder, operating or similar agreement providing for the sharing of any profits, losses or liabilities, including each agreement relating to the formation, creation, equity or other ownership interests, operation, management or control of any Company Joint Venture Entity (collectively, the “Company Joint Venture Agreements”), all of the Company Joint Venture Securities owned by the Company, directly or indirectly, are owned free and clear of any Lien. Prior to the effective date hereof, the Company has made available to Parent true and complete copies of all material Company Joint Venture Agreements to which the Company or the Company Subsidiaries are a party. (e) Section 4.01 3.1(e) of the Company Disclosure Schedule, neither Letter sets forth (i) the name of each jointly owned utility plant in which the Company nor or any Company Subsidiary owns an equity interest in Subsidiary, on the one hand, and any partnership other Person, on the other hand, owns, directly or joint venture arrangement indirectly, any real property or other business entity that is interest (each plant referred to in this clause (i), a “Company Jointly Owned Plant”), and (ii) the percentage interests in each Company Jointly Owned Plant held by the Company, directly or indirectly. The Company has made available to Parent true and complete copies of all material agreements relating to the financial condition, results of operations, business or prospects of the each Company and the Company Subsidiaries, taken as a wholeJointly Owned Plant.

Organization and Qualification; Subsidiaries. (a) The Company Each of Seller and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a limited liability company duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction State of its incorporation Delaware. (b) Each of Seller and the Company has all requisite limited liability or organizationcorporate power, as the case may beapplicable, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Seller and the Company is duly qualified to do business and in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect or would not reasonably be expected to prevent or materially impede the Company’s or the Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party (or will be a party when executed after the date hereof). (c) Section 3.1(c) of the Seller Disclosure Schedules contains a complete and accurate list of the name and jurisdiction of organization of each Subsidiary of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”) as of the date of this Agreement and sets forth (i) the authorized and issued capital stock or other Equity Securities of each Company Subsidiary as of the date of this Agreement and (ii) the number and type of shares of capital stock or other Equity Securities of such Company Subsidiary that, as of the date of this Agreement, are owned, directly or indirectly by the Company. Each share of capital stock or other Equity Securities of each Company Subsidiary owned directly or indirectly by the Company is owned free and clear of any Liens (other than Permitted Liens). Each Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its organization and each Company Subsidiary has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where when the failure to be so duly organized, existing or validly existing, in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to Except for the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 Equity Securities of the Company Disclosure ScheduleSubsidiaries, neither the Company nor does not own or have any Company Subsidiary owns contractual obligation or commitment to acquire, directly or indirectly, any capital stock or other Equity Securities of any Person, have any investments in, or hold any Equity Securities, directly or indirectly, in, any Person or have an equity interest obligation or requirement (including debt interests) to otherwise make any investment or capital contribution in any partnership or joint venture arrangement or other business entity that is material Person. (d) Seller has made available to Purchaser true, correct and complete copies of the financial condition, results currently effective Certificate of operations, business or prospects Formation and Limited Liability Company Agreement of the Company and all amendments, restatements, supplements and modifications thereto (collectively, the “Organizational Documents”) and the equivalent organizational documents of each material Company Subsidiary. The Seller and each member of the Company Subsidiaries, taken as a wholeGroup is in material compliance with its respective Organizational Documents.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been its subsidiaries is a corporation, partnership, sociedad anonima, limited liability company or sociedad de responsabilidad limitada duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and is in possession of, and in compliance with, all franchises, grants, authorizations, licenses, permits, easements, variances, consents, certificates, approvals, exemptions and orders ("Approvals") necessary governmental approvals to enable it to own, lease and operate its the properties it purports to own, lease or operate and to carry on its business as it is now being conducted and as proposed to be conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals Approvals could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of Effect on the Company Disclosure Schedule sets forth, as of the date of this Agreement, a Company. A true and complete list of each Company Subsidiaryall of the Company's subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary subsidiary and the percentage of each Company Subsidiarysubsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary is set forth in the Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActDisclosure Schedule. Except as set forth in Section 4.01 of the Company Disclosure ScheduleSchedule and except for interests in subsidiaries of the Company, neither the Company nor any Company Subsidiary owns an of its subsidiaries owns, directly or indirectly, any interest or investment (whether equity interest or debt) in any partnership corporation, partnership, limited liability company, joint venture, business, trust or joint venture arrangement or other business entity that entity. For the purposes of this Agreement, a "Material Adverse Effect" upon a company is a material to adverse change in the financial condition, results of operationsoperating results, business or prospects of the Company that company and the Company Subsidiaries, its subsidiaries taken as a wholetogether.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIESCompany Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and authority and all necessary governmental approvals to own, lease and otherwise hold and operate its properties and to carry on its business as it is now being conducted, except where . Each of the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havethat, individually or in the aggregate, a Company would have no Material Adverse Effect. (b) Section 4.01 of Effect on the Company Disclosure Schedule sets forth, as of the date Company. For purposes of this Agreement, "Material Adverse Effect" or "Material Adverse Effect on the Company" means any state of affairs or change that has had, or could reasonably be expected to have, a true and complete list of each Company Subsidiarymaterial adverse effect on the business, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Scheduleassets, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial conditionproperties, reasonably foreseeable prospects, results of operations, business operations or prospects condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole, or that has materially impaired or will materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement. Section 3.1(a) of the Disclosure Letter sets forth each jurisdiction where the Company and the Company Subsidiaries are qualified or licensed to do business and each jurisdiction in which either the Company or a Company Subsidiary owns, uses, licenses or leases real property or currently has employees.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each directly and indirectly owned subsidiary of the Company (the a "COMPANY SUBSIDIARIESSUBSIDIARY") has been is a corporation duly organized and is organized, validly existing and in good standing or validly subsisting (with respect to the extent applicablejurisdictions which recognize such concept) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse EffectEffect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. . When used in connection with the Company or any Subsidiary, the term "MATERIAL ADVERSE EFFECT" means any change or effect that is or would be materially adverse to the business, operations, properties, condition, assets or liabilities (bincluding, without limitation, contingent liabilities) Section 4.01 of the Company Disclosure Schedule sets forth, and the Subsidiaries taken as of the date of this Agreement, a whole. A true and complete list of each Company Subsidiaryall the Subsidiaries, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary other Subsidiary, is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 3.01 of the Company Disclosure Schedule, neither which has been delivered prior to the date of this Agreement by the Company nor to the Parent (the "DISCLOSURE SCHEDULE"). Except as disclosed in such Section 3.01, the Company does not directly or indirectly own any Company Subsidiary owns an equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business entity that is material to the financial condition, results of operations, business association or prospects of the Company and the Company Subsidiaries, taken as a wholeentity.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been is a corporation duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction State of its incorporation or organization, as the case may be, and Delaware. (b) The Company has the all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. (c) Section 3.1(c) of the Company Disclosure Schedule contains a complete and accurate list of the name and jurisdiction of organization of each Subsidiary (except for the Hawkeye Entities) of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”) as of the date of this Agreement and sets forth (i) the authorized and issued capital stock of, or other Equity Interest in, each Company Subsidiary as of the date of this Agreement and (ii) the number and type of shares of capital stock of, or other Equity Interest in, such Company Subsidiary that, as of the date of this Agreement, are owned, directly or indirectly by the Company. Each share of capital stock or other Equity Interest in each Company Subsidiary owned directly or indirectly by the Company is owned free and clear of any Liens (other than Permitted Liens). Each Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its organization and each Company Subsidiary has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where when the failure to be so duly organized, existing or validly existing, in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified Except for the capital stock of, or licensed to do businessother Equity Interest in, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forthSubsidiaries, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in on Section 4.01 3.1(c) of the Company Disclosure Schedule, neither the Company nor does not own or have any Company Subsidiary owns contractual obligation or commitment to acquire, directly or indirectly, any material capital stock of, or other material Equity Interest in, any Person or have an equity interest obligation to otherwise make any material investment in any partnership or joint venture arrangement or other business entity that is material Person. (d) The Company has made available to Parent true, correct and complete copies of the financial condition, results currently effective Certificate of operations, business or prospects Incorporation of the Company and all amendments thereto (the “Company Charter”), the Bylaws of the Company Subsidiaries, taken as a wholeand all amendments thereto (the “Company Bylaws”) and the equivalent organizational documents of each material Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary Each of the Company (the "COMPANY SUBSIDIARIES") has been and its subsidiaries is an entity duly organized and is organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or and in good standing or to have such power, power or authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a . A true and complete list of each all of the Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's 1998 Annual Report on Form 10-K (the "COMPANY SIGNIFICANT SUBSIDIARIES"). The Company Subsidiary, has furnished to Parent a list of all subsidiaries of the Company together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary such subsidiary and the percentage of each Company Subsidiarysuch subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company Subsidiary and in Section 2.01 of the written disclosure schedule previously delivered by the Company to Parent (ii) an indication of whether each Company Subsidiary is a the "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActCOMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 4.01 2.01 of the Company Disclosure ScheduleSchedule or the Company SEC Reports (as defined in Section 2.07 below), neither the Company nor any Company Subsidiary of its subsidiaries directly or indirectly owns an any equity or similar interest in in, or any partnership interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture arrangement or other business association or entity that (other than its wholly-owned subsidiaries), with respect to which interest the Company or a subsidiary has invested (and currently owns) or is material required to the financial conditioninvest $2,000,000 or more, results of operations, business or prospects of excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the Company Subsidiaries, taken as a wholeoutstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) The Each of Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") Subsidiary has been duly organized and is validly existing and in good standing (to if such a concept exists in the extent applicableapplicable jurisdiction of organization) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing (to if such a concept exists in the extent applicableapplicable jurisdiction of organization), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section SCHEDULE 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, forth a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section SCHEDULE 4.01 of the Company Disclosure ScheduleSchedule and except for Company's ownership of its Subsidiaries, neither the Company nor any Company Subsidiary owns owns, directly or indirectly, an equity interest in any partnership or joint venture arrangement or other business entity that is material to the business, assets, liabilities, financial condition, condition or results of operations, business or prospects operations of the Company and the Company Subsidiaries, taken as a whole, or that exceeds 10% of the equity of such entity.

Organization and Qualification; Subsidiaries. (a) The Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, the Company and each directly and indirectly owned subsidiary Subsidiary of the Company is a corporation, limited partnership, or limited liability company (the "COMPANY SUBSIDIARIES"as applicable) has been duly organized and is organized, validly existing subsisting or existing, and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease lease, and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing subsisting or existing, or in good standing or to have such power, power and authority and governmental approvals could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation, limited partnership, or limited liability company (as applicable) to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased leased, or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and in good standing that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) A true and complete list of all Subsidiaries of the Company, together with the jurisdiction of organization of each Subsidiary of the Company and the percentage of the outstanding capital stock (or other equity interest) of each Subsidiary of the Company owned by the Company, each other Subsidiary of the Company, and any other person, is set forth in Section 4.01 3.01(b) of the Company Disclosure Schedule. (c) Section 3.01(c) of the Company Disclosure Schedule sets forth, as lists any and all persons of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by which the Company directly or another Company Subsidiary and indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest, of less than 50% (ii) an indication of whether each Company Subsidiary is a collectively, the "Significant Subsidiary" as defined in Regulation S-X under the Exchange ActInvestments"). Except as set forth in Section 4.01 3.01(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary or one of its Subsidiaries, as the case may be, owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial conditionall Investments free and clear of all Liens, results of operations, business or prospects and there are no outstanding contractual obligations of the Company and or any of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in the Investments or requiring the Company Subsidiariesor any of its Subsidiaries to provide funds to, taken as make any investment (in the form of a wholeloan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Investment.

Organization and Qualification; Subsidiaries. (a) The Company Each of SSG and each directly and indirectly owned subsidiary of the Company its sole subsidiary, Sport Supply Group International Holdings, Inc. (the "COMPANY SUBSIDIARIESSSGI") has been ), is a corporation duly organized and is organized, validly existing existing, and in good standing (to the extent applicable) under the laws of the jurisdiction State of its incorporation or organizationDelaware, as the case may be, and has the requisite with full corporate power and authority and all necessary governmental approvals to own, lease and operate own its respective properties and to carry on its business respective businesses as it now conducted. Each of SSG and SSGI is now being conductedduly qualified or licensed and has all permits necessary to transact business, and is in good standing as a foreign corporation, in each of the jurisdictions set forth in SCHEDULE 3.1 hereto, which are the only jurisdictions wherein the nature of the respective businesses conducted by SSG or SSGI or their respective leases of real property require them to be so qualified or licensed or to hold such permits, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed or to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes hold such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could permits would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 4.01 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to adverse effect on the financial condition, results of operationsoperation, business assets, liabilities, business, or prospects of the Company SSG and the Company SubsidiariesSSGI, taken as a wholewhole (hereinafter, a "Material Adverse Effect"). (b) SSG has no other direct or indirect subsidiaries and has no ownership or equity interest, or right to acquire any ownership or equity interest, whether by conversion, option exercise, or otherwise, in any corporation, partnership, association, business trust, limited liability company, or any other entity except for SSGI. The total authorized capital stock of SSGI consists of 10,000 shares of its common stock, $.01 par value per share, of which 1,000 shares are outstanding, all of which are owned by SSG, free and clear of any adverse claims. There are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings, or agreements to purchase or otherwise acquire, or relating to the issuance of (collectively, the "Rights"), any shares of capital stock or other securities of SSGI, including without limitation, any Rights of conversion or exchange under any outstanding securities or instruments.

Organization and Qualification; Subsidiaries. (a) The Company and each directly and indirectly owned subsidiary of the Company (the "COMPANY SUBSIDIARIES") has been Subsidiary is a corporation or other legal entity duly organized and is incorporated or organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, except, in the case of the Company Subsidiaries, as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary has requisite corporate or other legal entity, as the case may be, and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to assets and carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority power and governmental approvals could not reasonably be expected to haveauthority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing (to the extent applicable), in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected to havestanding, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.01 The Company has made available to Parent true and complete copies of (i) the Restated and Amended Articles of Incorporation of the Company (as amended, restated, supplemented or otherwise modified, the “Company Charter”) and (ii) the Amended and Restated Bylaws of the Company (as amended, restated, supplemented or otherwise modified, the “Company Bylaws”), in each case, as in effect on the date hereof. Each of the Company Charter and the Company Bylaws is in full force and effect. (c) ‎Section 3.01 of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, forth a true and complete list as of the date hereof of each Company Subsidiary, together with (i) the its jurisdiction of incorporation or organization of each organization. (d) The Company or another Company Subsidiary owns, directly or indirectly, all of the issued and the percentage outstanding shares of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and (ii) an indication securities of whether each Company Subsidiary is a "Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. Except as set forth in Section 4.01 of the Company Disclosure ScheduleSubsidiaries, free and clear of any Lien, other than restrictions on transfer under applicable federal and state securities Laws or applicable foreign Laws, and all of such outstanding shares of capital stock or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for equity interests in the Company Subsidiaries, neither the Company nor any Company Subsidiary owns an owns, directly or indirectly, any shares of capital stock or other equity interest interests in any partnership person, or joint venture arrangement has any material obligation to acquire any such shares of capital stock or other business entity that is material to equity interests in excess of a fair market value of $1,000,000 individually or $5,000,000 in the financial condition, results of operations, business or prospects of aggregate in any person (as determined by the Company and Board in good faith). All dividends or distributions declared, made or paid by the Company SubsidiariesSubsidiaries have been declared, taken as a wholemade or paid in accordance with the applicable Company Subsidiary’s constitutional documents, applicable Law and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.