Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. CBF is a corporation duly organized, validly existing, and in good standing under the laws of Florida. CBF is duly authorized to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification except where the lack of such qualification would not have a material adverse effect on its Condition. CBF has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. True and complete copies of the Articles of Incorporation and the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis. As of the Effective Time of the Merger, FINB (i) will be an interim national banking association duly organized, validly existing and in good standing under the laws of the United States (ii) will have the corporate power and authority to own or lease all of its properties and assets and to carry on its business as proposed to be conducted pursuant to this Agreement, and (iii) will be licensed or qualified to do business in each jurisdiction which the nature of the business conducted or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINB, as of the Effective Time of the Merger, will have in effect all federal, state, local and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence of which, either individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis.

Organization, Qualification and Corporate Power. CBF IBS is a corporation duly organized, validly existing, existing and in good standing under the laws of Floridathe State of Delaware. CBF Each of IBS' Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of IBS and its Subsidiaries is duly authorized to conduct business and is qualified as a foreign corporation in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires where such qualification is required, except where the lack of such qualification or failure to be in good standing would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of IBS and its ConditionSubsidiaries taken as a whole or on the ability of IBS to consummate the transactions contemplated by this Agreement (an "IBS MATERIAL ADVERSE EFFECT"). CBF Each of IBS and its Subsidiaries has full corporate power and authority corporate authority, and all foreign, federal, state and local governmental permits, licenses and consents, required to carry on the business businesses in which it is engaged and to own and use the properties owned and used by it, except for such permits, licenses and consents the failure of which to have would not reasonably be expected to have an IBS Material Adverse Effect. True and complete copies IBS does not own any equity interest in any corporation, partnership, limited liability company, joint venture or other entity other than the Subsidiaries listed in Section 4(a) of IBS' disclosure letter accompanying this Agreement (the "IBS DISCLOSURE LETTER"). The jurisdiction of incorporation of each Subsidiary is listed in Section 4(a) of the Articles of Incorporation IBS Disclosure Letter. IBS has delivered to Info a true, complete and the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis. As of the Effective Time of the Merger, FINB (i) will be an interim national banking association duly organized, validly existing and in good standing under the laws of the United States (ii) will have the corporate power and authority to own or lease all correct copy of its properties certificate of incorporation and assets and by-laws, each as amended to carry on date. Neither IBS nor any of its business as proposed to be conducted pursuant to this Agreement, and (iii) will be licensed or qualified to do business Subsidiaries is in each jurisdiction which the nature violation of the business conducted or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified any provision of its certificate of incorporation (or steps necessary to cure such failurecomparable charter document) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINB, as of the Effective Time of the Merger, will have in effect all federal, state, local and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence of which, either individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basisby-laws.

Organization, Qualification and Corporate Power. CBF is a corporation duly organized, validly existing, and in good standing under the laws of Florida. CBF is duly authorized to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification except where the lack of such qualification would not have a material adverse effect on its Condition. CBF has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. True and complete copies of the Articles of Incorporation and the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis. As of the Effective Time of the Merger, FINB CINB (i) will be an interim national banking association duly organized, validly existing and in good standing under the laws of the United States (ii) will have the corporate power and authority to own or lease all of its properties and assets and to carry on its business as proposed to be conducted pursuant to this Agreement, and (iii) will be licensed or qualified to do business in each jurisdiction which the nature of the business conducted or to be conducted by FINBCINB, or the character or location or the properties and assets owned or leased by FINBCINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINBCINB, as of the Effective Time of the Merger, will have in effect all federal, state, local and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence of which, either individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis.

Organization, Qualification and Corporate Power. CBF (a) Zipcar is a corporation duly organized, validly existing, existing and in corporate and tax good standing under the laws of Floridathe State of Delaware. CBF Zipcar is duly authorized qualified to conduct business as a foreign corporation and is in corporate and tax good standing under the laws of each jurisdiction listed in Section 3.1(a) of the Zipcar Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of its business Zipcar’s businesses or the ownership or leasing of its properties requires such qualification qualification, except where for those jurisdictions in which the lack of such qualification failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on its ConditionZipcar Material Adverse Effect. CBF Zipcar has full all requisite corporate power and authority to carry on the business businesses in which it is currently engaged and to own and use the properties owned and used by it. True Zipcar has furnished to the Company complete and complete accurate copies of the Articles its Certificate of Incorporation and by-laws. Zipcar is not in default under or in violation of any provision of its Certificate of Incorporation or by-laws. (b) The Transitory Subsidiary is a corporation duly organized, validly existing under the Bylaws laws of CBF are attached hereto as Schedule 4(a). CBF has the State of Washington and is qualified to conduct business in effect all federalthe State of Washington, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own which jurisdiction constitutes the only jurisdiction in which the nature of the Transitory Subsidiary’s businesses or lease the ownership or leasing of its properties and assets and requires such qualification, except for those jurisdictions in which the failure to carry on its business as now conducted, the absence of whichbe so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Condition of CBF on a consolidated basisZipcar Material Adverse Effect. As of the Effective Time of the Merger, FINB (i) will be an interim national banking association duly organized, validly existing and in good standing under the laws of the United States (ii) will have the The Transitory Subsidiary has all requisite corporate power and authority to carry on the businesses in which it is currently engaged and to own or lease all and use the properties owned and used by it. The Transitory Subsidiary has furnished to the Company complete and accurate copies of its properties Articles of Incorporation and assets and to carry on its business as proposed to be conducted pursuant to this Agreement, and (iii) will be licensed or qualified to do business bylaws. The Transitory Subsidiary is not in each jurisdiction which the nature of the business conducted or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINB, as of the Effective Time of the Merger, will have in effect all federal, state, local and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence of which, either individually default under or in the aggregate, would have a material adverse effect on the Condition violation of CBF on a consolidated basisany provision of its Articles of Incorporation or bylaws.

Organization, Qualification and Corporate Power. CBF (a) The Parent is a corporation duly organized, validly existing, existing and in good standing under the laws of Florida. CBF the State of Florida and the Acquisition Subsidiary is a corporation duly authorized to conduct business organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Parent and the Acquisition Subsidiary is duly licensed or qualified to do business in all material respects as a foreign corporation in each jurisdiction in which the nature of its business conducted by it or the ownership character or leasing location of its the properties requires and assets owned or leased by it makes such licensing or qualification except where the lack of such qualification would not have a material adverse effect on its Conditionnecessary. CBF The Parent has full all requisite corporate power and authority to carry on the business businesses in which it is engaged and to own and use the properties owned and used by it. True The Parent has furnished or made available to the Partnerships complete and complete accurate copies of its articles of incorporation, bylaws and all amendments thereto. Neither the Articles of Incorporation and Parent nor the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has Acquisition Subsidiary is in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually default under or in the aggregateviolation of any provision of its Organizational Documents as amended to date. The Parent is not now, would have and has never been, a material adverse effect on the Condition of CBF on a consolidated basis. As “Shell Company” as defined under Rule 12b-2 of the Effective Time Exchange Act and Rule 144(1) of the MergerSecurities Act. (b) The Parent has filed an election (the “BDC Election”) and has duly elected to be a business development company and is subject to the provisions of Sections 55 through 65 of the Investment Company Act. At the time the BDC Election was filed with the SEC, FINB it (i) will contained all statements required to be an interim national banking association duly organizedstated therein accordance with, validly existing and complied in good standing under all material respects with the laws requirements of the United States Investment Company Act and (ii) will have did not include any untrue statement of material fact or omit to state a material fact necessary to make the corporate power and authority to own or lease all statements therein not misleading. The Parent has not filed with the SEC any notice of its properties and assets and to carry on its business as proposed to be conducted withdrawal of the BDC Election pursuant to this Agreement, and (iiiSection 54(c) will be licensed or qualified to do business in each jurisdiction which the nature of the business conducted Investment Company Act, the BDC Election remains in full force and effect, and, no order of suspension or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINB, as revocation of the Effective Time BDC Election under the Investment Company Act has been issued or, to the knowledge of Parent, proceedings therefore initiated or threatened by the SEC. Except as set forth in Section 3.1(b) of the Parent Disclosure Schedule, the operations of the Parent are in compliance with the provisions of the Investment Company Act and the rules and regulations thereunder, including the provisions applicable to business development companies. The Acquisition Subsidiary, immediately following the Reincorporation Merger, will have in effect all federal, state, local be a business development company and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it subject to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence provisions of which, either individually or in Section 55 through 65 of the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basisInvestment Company Act.

Organization, Qualification and Corporate Power. CBF Each of Micron and MJP is a corporation duly organized, validly existing, and in good standing under the laws of Florida. CBF is duly authorized to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification except where the lack of such qualification would not have a material adverse effect on its Condition. CBF has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. True and complete copies of the Articles of Incorporation and the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis. As of the Effective Time of the Merger, FINB (i) will be an interim national banking association duly organized, validly existing and in good standing (if applicable) under the laws of the United States (ii) will have the jurisdiction of its organization and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as proposed currently conducted and to own and use its assets. Upon formation, Newco will be conducted pursuant a corporation duly organized, validly existing and in good standing (if applicable) in compliance with the Shinsetsu Bunkatsu corporate split procedures as required and set forth under the laws of Japan and the Company Split Plan and will have all requisite corporate power and authority to this Agreementcarry on its business and to own and use its assets. At or prior to the Closing, the Seller Group will have made available to Buyer Group: (i) copies of the organizational documents of Newco, including, if applicable, all amendments thereto; (ii) the stock records of Newco; and (iii) copies of the minutes of the meetings at which actions were taken or any actions taken by written consent without a meeting of the stockholders of Newco, the board of directors of Newco and all committees of the board of directors of Newco (if any), to the extent, in the case of the documents described in clauses (i) through (iii), such documents are required to be prepared and maintained under applicable Law. As of the Closing Date, the stock records of Newco will be licensed or accurate, up-to-date and complete in all material respects, and Newco will not be in violation of its organizational documents. Each of Micron and MJP is qualified to do conduct business and is in good standing (if applicable) in each jurisdiction in which the nature of the business conducted or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except is required other than such jurisdictions where the failure to be so licensed qualified or qualified (or steps necessary to cure such failure) in good standing would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINBreasonably be expected to have, as of the Effective Time of the Merger, will have in effect all federal, state, local and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence of which, either individually or in the aggregate, a Seller Xxxxx Xxxxxxxx Adverse Effect. Immediately prior to the Share Acquisition, (i) all of the outstanding shares of capital stock of Newco will have been duly authorized and validly issued and will be fully paid and nonassessable; (ii) MJP will own all of the outstanding shares of capital stock of Newco, free and clear of: (A) any Encumbrances, (B) any outstanding subscription, option, call, warrant or stock appreciation right or other similar right (whether or not currently exercisable), restricted stock award, restricted stock unit award, performance stock award or performance cash award; (C) any outstanding security, instrument or obligation that is or would have be convertible into or exchangeable for any shares of Newco; and (D) any contract or rights under applicable law under which Micron, MJP or Newco is or may become obligated to sell or otherwise issue any shares of Newco’s capital stock or any other securities (other than the terms hereof); and (iv) there will be no agreement in place to which Micron or MJP is a material adverse effect on party relating to the Condition voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of CBF on a consolidated basis(or granting any option or similar right with respect to) any shares of the capital stock of Newco other that pursuant to the terms of this Agreement or any Ancillary Agreement.

Organization, Qualification and Corporate Power. CBF (a) The Parent is a corporation duly organized, validly existing, existing and in good standing under the laws of Florida. CBF the State of Florida and the Acquisition Subsidiary is a corporation duly authorized to conduct business organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Parent and the Acquisition Subsidiary is duly licensed or qualified to do business in all material respects as a foreign corporation in each jurisdiction in which the nature of its business conducted by it or the ownership character or leasing location of its the properties requires and assets owned or leased by it makes such licensing or qualification except where the lack of such qualification would not have a material adverse effect on its Conditionnecessary. CBF The Parent has full all requisite corporate power and authority to carry on the business businesses in which it is engaged and to own and use the properties owned and used by it. True The Parent has furnished or made available to the Partnerships complete and complete accurate copies of its articles of incorporation, bylaws and all amendments thereto. Neither the Articles of Incorporation and Parent nor the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has Acquisition Subsidiary is in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted, the absence of which, individually default under or in the aggregateviolation of any - 6 - provision of its Organizational Documents as amended to date. The Parent is not now, would have and has never been, a material adverse effect on the Condition of CBF on a consolidated basis. As “Shell Company” as defined under Rule 12b-2 of the Effective Time Exchange Act and Rule 144(1) of the MergerSecurities Act. (b) The Parent has filed an election (the “BDC Election”) and has duly elected to be a business development company and is subject to the provisions of Sections 55 through 65 of the Investment Company Act. At the time the BDC Election was filed with the SEC, FINB it (i) will contained all statements required to be an interim national banking association duly organizedstated therein accordance with, validly existing and complied in good standing under all material respects with the laws requirements of the United States Investment Company Act and (ii) will have did not include any untrue statement of material fact or omit to state a material fact necessary to make the corporate power and authority to own or lease all statements therein not misleading. The Parent has not filed with the SEC any notice of its properties and assets and to carry on its business as proposed to be conducted withdrawal of the BDC Election pursuant to this Agreement, and (iiiSection 54(c) will be licensed or qualified to do business in each jurisdiction which the nature of the business conducted Investment Company Act, the BDC Election remains in full force and effect, and, no order of suspension or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a material adverse effect on the Condition of CBF on a consolidated basis. FINB, as revocation of the Effective Time BDC Election under the Investment Company Act has been issued or, to the knowledge of Parent, proceedings therefore initiated or threatened by the SEC. Except as set forth in Section 3.1(b) of the Parent Disclosure Schedule, the operations of the Parent are in compliance with the provisions of the Investment Company Act and the rules and regulations thereunder, including the provisions applicable to business development companies. The Acquisition Subsidiary, immediately following the Reincorporation Merger, will have in effect all federal, state, local be a business development company and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it subject to own or lease its properties and assets and to carry on its business as proposed to be conducted, the absence provisions of which, either individually or in Section 55 through 65 of the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basisInvestment Company Act.

Organization, Qualification and Corporate Power. CBF (a) Seller is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of California and each other jurisdiction where such qualification is required for the conduct of the Business and has the requisite corporate power, capacity, and authority to own, lease, and operate the Purchased Assets and carry on the Business as currently conducted, except where the failure to be so in good standing in such other jurisdiction would not reasonably be expected to be material to the Business. Section 3.1(a) of the Seller Disclosure Schedule sets forth all such jurisdictions where Seller is required to be qualified for the conduct of the Business. (b) Each Title Plant is a limited liability company duly organized, validly existing, and in good standing under the laws Laws of Florida. CBF is duly authorized to conduct business the State of California and is in good standing under the laws of each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires where such qualification except where is required for the lack conduct of the business of such qualification would not have a material adverse effect on its Condition. CBF Title Plant and has full corporate power the requisite limited liability company power, capacity, and authority to carry on the business in which it is engaged own, lease, and to own operate its assets and use the properties owned and used by it. True and complete copies of the Articles of Incorporation and the Bylaws of CBF are attached hereto as Schedule 4(a). CBF has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now currently conducted, the absence of which, individually or in the aggregate, would have a material adverse effect on the Condition of CBF on a consolidated basis. As of the Effective Time of the Merger, FINB (i) will be an interim national banking association duly organized, validly existing and in good standing under the laws of the United States (ii) will have the corporate power and authority to own or lease all of its properties and assets and to carry on its business as proposed to be conducted pursuant to this Agreement, and (iii) will be licensed or qualified to do business in each jurisdiction which the nature of the business conducted or to be conducted by FINB, or the character or location or the properties and assets owned or leased by FINB, make such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure in good standing in such failure) other jurisdiction would not reasonably be expected to be material to the business of such Title Plant. (c) Seller has the requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is or will be a party at or prior to the Closing and to consummate the transactions contemplated hereby or thereby. The execution, delivery, and performance by Seller of this Agreement and each such Transaction Document and the consummation by Seller of the transactions contemplated hereby have a material adverse effect been duly authorized by all necessary corporate action on the Condition part of CBF on Seller. Seller has duly executed and delivered this Agreement and each Transaction Document to which it is or will be a consolidated basis. FINBparty at or prior to the Closing will be duly executed and delivered by Seller at or prior to the Closing, and (assuming the due authorization, execution and delivery by Buyer) this Agreement constitutes, and each Transaction Document to which it is or will be a party at or prior to the Closing when so executed and delivered will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its and their terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Exceptions”). (d) Doma Corporate is a limited liability company duly formed, validly existing, and in good standing under the Laws of the Effective Time State of Delaware and each other jurisdiction where such qualification is required for the conduct of the Mergerits business and has the requisite limited liability company power, will have in effect all federalcapacity, stateand authority to own, local lease, and foreign governmental, regulatory or other authorizations, permits and licenses necessary for it to own or lease operate its properties and assets and to carry on its business as proposed currently conducted, except where the failure to be conductedso in good standing in such other jurisdiction would not reasonably be expected to be material to its business. Section 3.1(d) of the Seller Disclosure Schedule sets forth all such jurisdictions where Doma Corporate is qualified. (e) Doma Corporate has the requisite limited liability company power and authority to execute and deliver this Agreement and each Transaction Document to which it is or will be a party at or prior to the Closing and to consummate the transactions contemplated hereby or thereby. The execution, delivery, and performance by Doma Corporate of this Agreement and each such Transaction Document and the absence consummation by Doma Corporate of which, either individually or in the aggregate, would transactions contemplated hereby have a material adverse effect been duly authorized by all necessary limited liability company action on the Condition part of CBF on Doma Corporate. Doma Corporate has duly executed and delivered this Agreement and each Transaction Document to which it is or will be a consolidated basisparty at or prior to the Closing will be duly executed and delivered by Doma Corporate at or prior to the Closing, and (assuming the due authorization, execution and delivery by Buyer) this Agreement constitutes, and each Transaction Document to which it is or will be a party at or prior to the Closing when so executed and delivered will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its and their terms subject to the Enforceability Exceptions.